Attachment_1_Sample_Agreement.pdf

Department of General Services IFB 25-35332 Procurement Division Attachment 1, Sample Agreement

Exhibit A, Page 1 of 4

EXHIBIT A – STATEMENT OF WORK

1. OBJECTIVE

The Department of Justice (DOJ), hereafter referred to as “DOJ” or “the State,” is seeking to procure 32 batteries/192 units APC Uninterruptible Power Supply (UPS) batteries for the Broadway Office.

These UPS units are essential for the data center infrastructure to ensure uninterrupted power supply to the entire Hawkins Data Center (HDC), including servers, network routers, and switches, in the event of commercial power outages or surges. Without this protective measure, the HDC is at risk of equipment failure and potential loss of critical workloads or valuable data, which could lead to significant repair costs and operational disruptions.

2. LOCATION AND AVAILABILITY

All Contractor work will be performed at the address below. The State will allow the Contractor to propose remote key staff, based in the continental United States.

California Department of Justice 4949 Broadway Sacramento, California 95820

3. CONTRACT MANAGER REPRESENTATIVES

The representatives during the term of this agreement will be:

Agency: Department of Justice Contractor:

Section/Unit: TBD Name:

Name: TBD Title:

Address: 4949 Broadway Sacramento, California 95820 Address:

Phone: TBD Phone:

E-mail: TBD E-mail:

The project representatives during the term of this agreement will be:

Agency: Department of Justice Contractor:

Section/Unit: TBD Name:

Name: TBD Title:

Address: 4949 Broadway Sacramento, California 95820 Address:

Phone: TBD Phone:

E-mail: TBD E-mail:

Department of General Services RFQ 25-00032

Exhibit A, Page 2 of 4

4. DETAILED SCOPE OF PURCHASE

Contractor shall provide Thirty Two (32) UPS System; Model SYIOF500KMBR. Serial number:

QD122714023532 SYBT9-B6 (192-unit batteries) – APC High Performance Battery Module for the Symmetra PX 250/500kW.

Manufacturers' warranties and guarantees associated with the products supplied under the contract, including any maintenance. This obligation entails that if the manufacturer provides an on-site warranty, it must be readily accessible to end users. Furthermore, the contractor shall bear all costs related to materials, labor, and transportation necessary for the repair of any defects or failures that may arise within the specified warranty period.

5. STATE RESPONSIBILITIES

A. Designate a primary point of contact to oversee and coordinate all aspects of this agreement.

B. Provide access to business and technical documents as necessary for the Contractor to complete services identified under this agreement.

6. CONTRACTOR RESPONSIBILITIES

A. The Contractor shall deliver the following responsibilities to the Department:

1. Support and Troubleshooting Availability

a. Factory 24/7 support through a dedicated 1-800 hotline, where our knowledgeable engineers have access to the latest operational information and can consult directly with the Systems Engineering group to resolve any unforeseen issues.

b. Deliver expedite access to the emergency response distribution network, upon receiving technical support call made by technicians or customer support upon receipt of the emergency service call regarding the necessity of on-site service.

c. Must employ at least four (4) factory-trained service technicians assigned to the

California Department of Justice (DOJ) account in the Northern region. The DOJ reserves the right to approve these technicians. Any alternates must meet the requirements in sections #7 (Security Clearance) and #8 (Supervision). For after-hours or emergency service, other qualified technicians may be sent to the site as needed

d. Provide all parts, labor, and expenses required to return equipment to “online” status.

This excludes battery replacements not covered by an existing battery warranty and excludes proactive capacitor replacements.

2. Installation and Delivery

a. Remove all batteries and hazardous materials from the UPS modules while ensuring compliance with relevant state and federal hazardous waste management regulations, with all related expenses and liabilities to be borne by the contractor.

Exhibit A, Page 3 of 4

b. Delivery of 32 batteries/192 unit SYBT9-B6 batteries to a designated DOJ location for storage until the day of service, including labor and travel for installation during DOJ operating hours are 8:00 am – 5:00 pm (PST), Monday through Friday, excluding State Holidays.

c. Communicate with the DOJ regarding any issues or delays that may arise in relation to the delivery.

3. Travel/ Security Clearance

a. All travel expenses associated with work performed under the service agreement shall be the sole responsibility of the Contractor.

b. All employees of the Contractor engaged in work under this agreement may be subject to obtaining the Security Clearance from the Department,

c. Contractor personnel must wear identification badges issued by the Department and be accompanied by an escort when accessing DOJ facilities to ensure security.

d. Prohibited from accessing, viewing, reviewing, removing, or duplicating any documents or records.

e. Contractors are prohibited from using, accessing, or disturbing any cabinets, files, desks, computers, copy machines, fax machines, folders, papers, books, telephones, calculators, kitchen appliances, or the personal property of DOJ employees.

Noncompliance with this security regulation may lead to the immediate termination of the contract. Access to the building is limited to Contractor employees who have been assigned to this location and have been formally introduced to the DOJ on-site contact person. Individuals who are not authorized to provide services at this location—such as children, family members, or friends of the Contractor or their employees—are strictly prohibited from entering the building and secured areas. Any failure to comply with these requirements will result in an immediate ban of the field service engineer from any future work at this site.

f. The DOJ reserves the right to bar any Contractor’s employee from the work site.

4. Maintenance

a. Record all readings and conditions of the UPS systems, as well as details about the surrounding environment, including any essential information required for the manufacturer's warranty such temperature.

b. Preventive maintenance, including necessary modifications or adjustments, ensures equipment operates within specifications and is provided to the State at no cost.

Exhibit A, Page 4 of 4

c. Technicians shall submit suggestions for enhancements to the systems or work environment, which will be evaluated, and appropriate support will be provided for all feedback received.

d. Ensure to check the integrity and cleanliness of the battery rack or cabinet while visually inspecting the jars for any cracks, leaks, or excessive bulging.

e. Inspect for signs of corrosion at the terminal post and connectors, perform battery terminal cleaning as needed to address any corrosion and oxidation, and check hardware torque on 10% of the battery connectors in each battery cabinet to meet manufacturer specifications.

f. Utilized the Albercorp cellcorder or a similar device measure of the direct current (DC) voltage and internal resistance of the complete battery string(s) by applying a load of 70 to 75 amps to each battery while recording the float voltage and internal resistance.

g. Record the AC ripple voltage or current testing of batteries can be conducted upon request for an additional fee, with a report detailing any deficiencies and recommended corrective actions.

h. All repairs or replacements of failed or worn components must use factory-authorized and calibrated spare parts stored in a clean, air-conditioned warehouse with 24-hour access, 365 days a year, which may include both new and fully tested refurbished components.

i. Ensure sufficient supervision of the contract work and promptly communicate any issues requiring attention to the State, including those related to preventive maintenance.

j. All work shall be executed in a professional manner, adhering to industry standards and utilizing appropriate equipment, methods, and materials.

k. Responsible for any damage to the DOJ property or its contents resulting from the Contractor's or their personnel's negligence.

l. DOJ designated point of contact and must receive the names of technicians working in the state building. Any changes to this list require written notification to the DOJ, especially if an unfavorable report regarding a contractor or employee is received. If an individual is deemed unsuitable, the contractor will be informed that the individual can no longer continue working. The state has full authority to grant, deny, or terminate clearance. While temporary clearance may be granted, it does not guarantee full clearance and can be revoked at any time.

Exhibit A-1, Page 1 of 1

EXHIBIT A-1 – TECHNICAL SPECIFICATIONS

Please refer to A-1_Symmetra PX 250/500 kW 400/480 V Technical Specifications (V11) - file.

Exhibit B, Page 1 of 2

EXHIBIT B – BUDGET DETAILS AND PAYMENT PROVISIONS

1. Invoicing and Payment

A. Upon receipt and approval of the invoices, DOJ agrees to compensate the Contractor for actual expenditures incurred in accordance with the rates specified herein or attached hereto and made part of this Agreement.

B. The DOJ will accept computer generated or electronically transmitted invoices. Invoices must be submitted by email and include the Agreement Number and must be submitted not more frequently than monthly in arrears to:

Submit via email (preferred): TBD

OR

Department of Justice Attn: TBD 4949 Broadway, Rm D214-B Sacramento, CA 95820

DOJ, at its discretion, may designate an alternate invoice submission address. A change in the invoice address must be accomplished via a written notice to the Contractor by DOJ and must not require an amendment to this Agreement.

C. Invoices must:

1) Be prepared on Contractor letterhead. If invoices are not on produced letterhead invoices must be signed by an authorized official, employee or agent certifying that the expenditures claimed represents actual expenses for the service performed under this Agreement.

2) Bear the Contractor’s name as shown on the Agreement.

3) Identify the billing and/or performance period covered by the invoice.

4) Itemize costs for the billing period in the same or greater level of detail as indicated in this

Agreement. Subject to the terms of this Agreement, reimbursement may only be sought for those costs and/or cost categories expressly identified as allowable in this Agreement and approved by DOJ.

2. Budget Contingency Clause

A. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall be of no further force and effect. In this event, the State shall have no liability to pay any funds whatsoever to Contractor or to furnish any other considerations under this Agreement and Contractor shall not be obligated to perform any provisions of this Agreement.

B. 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.

Exhibit B, Page 1 of 2

3. 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.

4. Amounts Payable

Reimbursement must be made for allowable expenses up to the amount annually encumbered commensurate with the state fiscal year in which services are performed and/or goods are received.

5. Expense Allowability / Fiscal Documentation

A. Invoices, received from a Contractor and accepted and/or submitted for payment by DOJ, must not be deemed evidence of allowable agreement costs.

B. Contractor must maintain for review and audit and supply to DOJ upon request, adequate documentation of all expenses claimed pursuant to this Agreement to permit a determination of expense allowability.

C. If the allowability or appropriateness of an expense cannot be determined by DOJ because invoice detail, fiscal records, or backup documentation is nonexistent or inadequate according to generally accepted accounting principles or practices, all questionable costs may be disallowed and payment may be withheld by DOJ. Upon receipt of adequate documentation supporting a disallowed or questionable expense, reimbursement may resume for the amount substantiated and deemed allowable.

D. Costs and/or expenses deemed unallowable are subject to recovery by DOJ.

Exhibit B-1, Page 1 of 1

EXHIBIT B-1 – COST WORKSHEET

Placeholder for costs from RFQ, Attachment 2, Cost Worksheet

Exhibit C, Page 1 of 1

EXHIBIT C – GENERAL PROVISIONS

https://www.dgs.ca.gov/-/media/Divisions/PD/Acquisitions/Solicitation-Document- Attachments/NonIT-General-ProvisionsGoods-DGS-PD-401NITGP-Revised-

02202025.pdf (Revised and Effective 2/20/2025) https://www.dgs.ca.gov/-/media/Divisions/PD/Acquisitions/Solicitation-Document-Attachments/NonIT-General-ProvisionsGoods-DGS-PD-401NITGP-Revised-02202025.pdf https://www.dgs.ca.gov/-/media/Divisions/PD/Acquisitions/Solicitation-Document-Attachments/NonIT-General-ProvisionsGoods-DGS-PD-401NITGP-Revised-02202025.pdf https://www.dgs.ca.gov/-/media/Divisions/PD/Acquisitions/Solicitation-Document-Attachments/NonIT-General-ProvisionsGoods-DGS-PD-401NITGP-Revised-02202025.pdf

Exhibit D, Page 1 of 6

EXHIBIT D - SPECIAL TERMS AND CONDITIONS

Control and Direction The Department of Justice shall at all times maintain control and direction over the scope of work being performed under this Agreement. The Department of Justice reserves the right to change the tasks as defined within the general scope of the work to be performed by the Contractor. These changes shall be accomplished by written amendment to this Agreement.

Termination The Department of Justice reserves the right to terminate this Agreement when such termination is in the best interest of the Department. Such termination is subject to 30 days written notice to the Contractor.

Any such termination shall be effected by delivery to the Contractor of a notice of termination specifying whether termination is for default of the Contractor or for the convenience of the Department of Justice, the extent to which performance of services under this Agreement is terminated, and the date upon which such termination becomes effective. After receipt of a notice of termination and except as otherwise directed by the Department of Justice, the Contractor shall:

• Stop work under this Agreement on the date and to the extent specified in the notice of termination;

• Transfer title to the Department of Justice (to the extent that title has not already been transferred) and deliver in the manner, at the times, and to the extent directed by the Department of Justice the work in process, completed work and other material produced as a part of, or acquired in respect of the performance, the work terminated.

Contractor may submit a written request to terminate this Agreement only if the State should substantially fail to perform its responsibilities as provided herein.

Confidentiality of Data All financial, statistical, personal, technical, and other data and information relating to the Department of Justice's operations which are designated confidential by the Department of Justice and made available to the Contractor in order to carry out this Agreement, or which becomes available to the Contractor in carrying out this Agreement, shall be protected by the Contractor from unauthorized use and disclosure. If the methods and procedures employed by the Contractor for the protection of the Contractor's data and information are deemed by the Department of Justice to be adequate for the protection of the Department of Justice's confidential information, such methods and procedures may be used, with the written consent of the Department of Justice, to carry out the intent of this paragraph. The Contractor shall not be required under the provisions of this paragraph to keep confidential any data or information which is or becomes publicly available, is already rightfully in the Contractor's possession, is independently developed by the Contractor outside the scope of this Agreement, or is rightfully obtained from third parties.

Copyrights and Rights in Data (Applies ONLY to Custom Software Developed for DOJ and NOT for Commercial Off-The-Shelf, or COTS, Software Licensed to DOJ) The Department of Justice reserves the right to use, to authorize others to use, duplicate and disclose, in whole or in part, in any manner for any purpose whatsoever, the activities supported by this Agreement that produce original computer programs, writings, sound recordings, pictorial reproductions, drawings, or other graphical representation and works of any similar nature (the term computer programs includes executable computer programs and supporting data in any form). The Department of Justice reserves its right to any original materials produced pursuant to this Agreement.

Publications Before publishing any materials produced by activities supported by this Agreement, Exhibit D, Page 2 of 6 the Contractor shall notify the Department of Justice ninety (90) days in advance of any such intended publication and shall submit twenty

(20) copies of the materials to be published. Within sixty (60) days after any such materials have been received by the Department of Justice, the Department of Justice shall submit to the Contractor its comments with respect to the materials intended to be published.

The Contractor shall determine, within ten (10) days after receipt of any such comments, whether or not to revise the materials to incorporate the comments of the Department of Justice and shall advise the Department of Justice of its determination within fifteen (15) days after such comments have been received by the Contractor. If the Contractor determines not to incorporate any of the comments of the Department of Justice into the text of the materials, it may publish the materials provided that the initial preface of introduction to these materials as published contain the following:

• A disclaimer statement reading as follows: "The opinions, findings, and conclusions in this publication are those of the author and not necessarily those of the Department of Justice.

The Department of Justice reserves a royalty- free, nonexclusive, and irrevocable license to reproduce, publish, and use and to authorize others to use these materials."

• The comments of the Department of Justice are full, unabridged, and unedited.

If the Contractor wishes to incorporate some or any of the comments of the Department of Justice in the text of the materials, it shall revise the materials to be published and resubmit them to the Department of Justice which shall prepare comments on the resubmitted data within thirty (30) days after receipt thereof. Within ten (10) days after receipt of these comments, the Contractor shall determine whether or not to accept or adopt any of the comments on the revised materials as resubmitted to the Department of Justice and shall advise the Department of Justice of this determination within fifteen (15) days after receipt of the comments of the Department of Justice.

Thereafter, the materials may be published or revised in accordance with the procedures set forth above for the publication of materials on which the Department of Justice has submitted the comments to the Contractor.

If the Department of Justice has not submitted its comments on any materials submitted to it within ninety (90) days after the Department of Justice has received any such materials, the Contractor may proceed to publish the materials in the form in which they have been submitted to the Department of Justice but shall include the credit statement and the disclaimer statement set forth above, but without any further comments.

Patents If any discovery or invention arises or is developed in the course of or as a result of work performed under this Agreement, the Contractor shall refer the discovery or invention to the Department of Justice. The Contractor hereby agrees that determinations of rights to inventions or discoveries made under this Agreement shall be made by the Department of Justice, or its duly authorized representative, who shall have the sole and exclusive powers to determine the disposition of all rights in such inventions or discoveries, including title to and license rights under any patent application or patent which may issue thereon. The determination of the Department of Justice, or its duly authorized representative, shall be accepted as final. The Contractor agrees and otherwise recognizes that the Department of Justice shall acquire at least an irrevocable, nonexclusive, and royalty-free license to practice and have practiced throughout the world for governmental purposes and invention made in the course of or under this Agreement.

Assignment or Subcontracting It is the policy of the Department of Justice to withhold consent from proposed assignments, subcontractors, or novation’s when such transfer of responsibility would

Exhibit D, Page 3 of 6 operate to decrease the Department of Justice's likelihood of receiving performance on this Agreement. No performance of this Agreement or any portion thereof may be assigned or subcontracted by the Contractor without the express written consent of the Department of Justice and any attempt by the Contractor to assign or subcontract any performance of this Agreement without the express written consent of the Department of Justice shall be void and shall constitute a breach of this Agreement.

Whenever the Contractor is authorized to subcontract or assign, all the terms of this Agreement shall be included in such subcontract or assignment.

Exhibit D, Page 4 of 6

Covenant Against Contingent Fees The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the Department of Justice shall have the right to terminate this Agreement in accordance with the termination clause and, in its sole discretion, to deduct from this Agreement's price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee.

Disputes Except as otherwise provided in the Agreement, any dispute concerning a question of fact arising under this Agreement which is not disposed of by agreement shall be decided by the Department of Justice who shall reduce its decision in writing and mail or otherwise furnish a copy thereof to the Contractor. The Contractor has fifteen (15) calendar days after receipt of such decision to submit a written protest to the Department of Justice specifying in detail in what particulars the Contractor disagrees with the Department's decision. Failure to submit such protest within the period specified shall constitute a waiver of any and all rights to adjustment of the Department's decision and the Department of Justice's decision shall be final and conclusive. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of this Agreement.

Consultant Services (Applies ONLY to Consultant Services Contracts) The Contractor is advised that the provisions of Public Contract Code sections 10335 through 10381 pertaining to the duties, obligations, and rights of a consultant service Contractor are applicable to this Agreement. Within sixty (60) days after completion of this Agreement, the Contract Manager shall complete a written evaluation of Contractor’s performance under this Agreement. If Contractor did not satisfactorily perform the work, a copy of the evaluation will be sent to the State Department of General Services, Office of Legal Services, and to Contractor within fifteen (15) working days of the completion of the evaluation (PCC 10369). This evaluation shall not be a public record.

Outside Legal Counsel (Applies ONLY to Outside Legal Counsel Contracts) The Contractor shall agree to adhere to legal costs, billing guidelines, litigation plans, and case phasing of activities designated by the Department of Justice. The Contractor shall also submit and adhere to legal budgets as designated by the Department and shall maintain legal malpractice insurance in an amount not less than $1,000,000.00. The Contractor shall also submit to legal bill audits and law firm audits if requested by the Department. The audits may be conducted by employees or designees of the Department of Justice or by legal cost control providers retained by the Department for that purpose. A contractor may be required to submit to a legal cost and utilization review, as determined by the Department.

Conflict with Existing Law The Contractor and the Department of Justice agree that if any provision of this Agreement is found to be illegal or unenforceable, such term or provision shall be deemed stricken and the remainder of this Agreement shall remain in full force and effect. Either party having knowledge of such terms or provision shall promptly inform the other of the presumed non applicability of such provision. Should the offending provision go to the heart of this Agreement, this Agreement shall be terminated in a manner commensurate with the interest of both parties, to the maximum extent reasonable.

Exhibit D, Page 5 of 6

Prevailing Wage (Applies ONLY to Moving, Courier, Security and Video Services Contracts) No Contractor or subcontractor performing hereunder shall pay any employee actually engaged in the moving and handling of goods being relocated under such contract less than the prevailing wage rate, as prescribed by California Government Code Section 14920.

It is hereby mutually agreed that the Contractor shall forfeit to the Department a penalty of twenty-five dollars for each calendar day, or portion hereof, for each worker paid by him, or subcontractor under him, less than the prevailing wage so stipulated; and in addition, the Contractor further agrees to pay to each worker the difference between the actual amount paid for each calendar day, or portion thereof, and the stipulated prevailing wage rate for the same. Upon the request of the Department of Industrial Relations, these penalties shall be withheld from progress payment due.

Employee Benefits (Applies ONLY to Janitorial and Security Guard Services Contracts) The Contractor shall comply with Government Code (GC) section 19134, which requires Contractors to provide employee benefits that are valued at least 85% of the state employer cost of benefits provided to state employees for performing similar duties. Employee benefits include health, dental and vision. The benefit rate is published by the California Department of Human Resources (CalHR) February 1st of each year and is effective until January 31st of the following year. Contractor may either provide benefits as described above or cash-in-lieu payments for each hour of service employees perform on the covered state contract (excluding overtime). Failure to comply with the provisions of GC § 19134 will be deemed a material breach of this contract, which may result in contract termination at the state’s sole discretion. Contractor may access rates and information at www.calhr.ca.gov.

Recycled Product Content (Applies ONLY to Janitorial, Printing and Parts Cleaning Services Contracts) Janitorial contracts must use janitorial supplies containing recycled paper products only.

Printing contracts must use recycled paper only, unless the proposed printing job cannot be done on recycled paper. Contracts involving parts cleaning must use recycled solvents. Contractor must agree to certify in writing, upon completion of performance under the agreement, the minimum percentage, or the exact percentage of post-consumer and secondary materials provided or used in the services provided the Agreement (PCC 12205). This certification must be under penalty of perjury.

Statements of Economic Interest (Applies ONLY to Personal Services Contracts) Under the Political Reform Act of 1974 (California Government Code Section 81000 et seq.) and the Department of Justice Conflict of Interest Code, Contractor and/or employees of Contractor, and a subcontractor and/or employees of a subcontractor, performing services under this Agreement may be required to complete and file a Statement of Economic Interests, Fair Political Practices Commission (FPPC) Form 700 within thirty (30) days of commencing services under this Agreement, annually during the term of the Agreement, and within thirty (30) days after the expiration of the Agreement.

Information regarding this requirement is available on the FPPC website at www.fppc.ca.gov.

DVBE Participation (Applies ONLY to Contracts when DVBE Participation is Mandatory or when a DVBE Incentive was used to make the Award) For the award of this contract, Contractor made a commitment to achieve disabled veteran business enterprise (DVBE) participation of N/A percent. Contractor must within 60 days of receiving final payment under this contract (or within such http://www.calhr.ca.gov/ http://www.fppc.ca.gov/

Exhibit D, Page 6 of 6 other time period as may be specified elsewhere in the contract) certify in a report to the awarding department: (1) the total amount the prime Contractor received under the contract; (2) the name and address of the DVBE(s) that participated in the performance of the contract; (3) the amount each DVBE received from the prime Contractor; (4) that all payments under the contract have been made to the DVBE; and (5) the actual percentage of DVBE participation that was achieved. A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation.

(Mil. & Vet’s. § 999.5(d); Govt. Code § 14841).

THIS AGREEMENT IS OF NO FORCE AND EFFECT UNTIL SIGNED BY BOTH PARTIES AND

ALL APPROVALS ARE SECURED. CONTRACTOR MAY NOT COMMENCE PERFORMANCE

UNTIL SUCH APPROVAL HAS BEEN OBTAINED AND ANY COMMENCEMENT OF

PERFORMANCE PRIOR TO AGREEMENT APPROVAL SHALL BE DONE AT THE

CONTRACTOR'S OWN RISK.