2. The term of this Agreement is:

Agreement Number 25-3055 Page 1 of 11

CDSS/TBD

EXHIBIT A

(Standard Agreement)

SCOPE OF WORK

A. BACKGROUND

The California Department of Social Services (CDSS) uses five different types of Security Systems:

1. Software House CCURE 9000 Security Management System - Access Control and Alarm Monitoring System, version 2.7.

2. exacqVision Network Video Recording System & IP Camera network.

3. exacqVision software operating a Video wall.

4. Stopware Corporation PassagePoint Global Visitor Management system.

5. Orion Entrance Control SpeedGate, Optical Barrier Swing Glass – High Glass Entry Control (OBSG-HG-E) Turnstiles.

These Security Systems are mission critical to the CDSS organization as they provide physical security for CDSS Headquarters’ employees, public records and information, and state property. These Security Systems are in operation twenty-four (24) hours a day, seven (7) days a week, three hundred sixty-five (365) days a year.

B. DESCRIPTION OF SERVICES

1. Contractor agrees to provide the CDSS with all labor necessary to perform maintenance, repair, and any other services as deemed necessary to keep CDSS’ CCURE 9000 Security Management Systems, exacqVision Network Video Recording System, exacqVision software and Video wall , PassagePoint Global Visitor Management System, and Orion Entrance Control SpeedGate OBSG-HG-E turnstiles (turnstile card readers and RM4E control panels only), all operating at their optimum performance.

2. The services shall be performed at: California Department of Social Services

Headquarters, 744 P Street, Sacramento, California 95814. Additional sites where services may be required are listed below. The list below is not inclusive since locations/staffing may change during the term of the contract. See list of other potential sites listed below:

Agreement Number 25-3055 Page 2 of 11

CITY ADDRESS

Arcata 749 F Street Chico 520 Cohasset Road Clovis 377 West Spruce Avenue Covina 800 S. Barranca Avenue

El Segundo 300 Continental Boulevard El Segundo 400 Continental Boulevard

Fresno 1310 E. Shaw Avenue Fresno 1312 E. Shaw Avenue Fresno 1330-C E. Shaw Avenue Fresno 2550 Mariposa Street

Glendale 101 N. Brand Boulevard Goleta 6500 Hollister Avenue

Los Angeles 888 S. Figueroa Street Monterey Park 1000 Corporate Center Drive

Oakland 1515 Clay Street Orange 750 The City Drive South Orange 770 The City Drive South

Palmdale 39115 Trade Center Drive Riverside 1650 Spruce Street Riverside 3737 Main Street Riverside 3801 University Ave Roseville 1640 E. Roseville Parkway

Sacramento 2420 Del Paso Road Sacramento 4291 Pell Drive

Sacramento (HQ) 744 P Street, OB8 Sacramento (HQ) 744 P Street, OB9

Sacramento 8950 Cal Center Drive Building, Ste, 116

Sacramento 9835 Goethe Road San Bruno 851 Traeger Avenue San Diego 15333 Avenue of Science San Diego 7575 Metropolitan Drive San Jose 2580 North 1st Street

3. Normal service calls shall be performed during normal working hours, Monday through Friday, 8:00 am to 5:00 pm, excluding State holidays, except as otherwise noted herein. Calls for service after 12:00 am (midnight) will be responded to during the standard time (8:00 am to 5:00 pm) of that same day unless the CDSS authorizes emergency service. Some planned projects may require work to be performed after normal business hours, including weekends or holidays.

Agreement Number 25-3055 Page 3 of 11

4. The Contractor shall respond by telephone to the CDSS representative within two

(2) hours after receiving a verbal request for service or warranty repair from the CDSS. Contractor shall report to the CDSS site within four (4) hours after receiving a verbal request for service or warranty repair from CDSS unless otherwise directed by the CDSS.

5. The Contractor shall perform requested services based on an hourly rate. Service call time will begin to accrue when the Contractor technician arrives on-site and has received specific repair instructions from the CDSS representative. Service call time will terminate upon completion of the requested work. Any overtime required for authorized after-hours projects or services will be paid according to prevailing wage rules.

6. Upon completion of the service call, the Contractor technician will provide the

CDSS project representative or designee with a written Service Report, which shall include, but is not limited to, the company name, name of the technician, date and time of arrival, time of departure, total number of hours worked, a list of replacement parts and/or equipment, and a summary of the work that was performed during the service call.

7. The Contractor shall respond to the requested location within two (2) hours when a critical emergency repair service call is placed. Emergency repair service is defined as services when the problem occurring has created a situation that renders the security system(s) out of service or creates a security breach for the facility that cannot be mitigated without immediate Contractor assistance.

8. Contractor must provide a certified technician(s) for all service calls, installations, and repairs for the CDSS Security Systems. Contractor shall ensure all technicians servicing the CCURE Security Management System are certified trained technicians authorized by Software House and shall provide documentation to the CDSS contract manager to support the certification.

9. Contractor must be authorized by Software House to provide system software maintenance in order to maintain existing software. Under this agreement, the Contractor agrees to provide and apply necessary software maintenance updates for the CDSS' CCURE Security Management System, including, but not limited to:

a. CCURE software updates and patches

b. Firmware updates for iStars and controllers

c. Software House annual “Software Support Agreement”

d. Any maintenance or support activity related to the existing software that necessitates intervention by the software manufacturer, and which is not included under the terms of the software support agreement, shall be deemed within the scope of this Agreement.

Agreement Number 25-3055 Page 4 of 11

10. Contractor must be authorized by Stopware Corporation to provide system software maintenance in order to maintain existing software. Under this agreement, the Contractor agrees to provide and apply necessary software maintenance updates for the PassagePoint Global Visitor Management System, including, but not limited to:

a. PassagePoint Global software updates and patches

b. Stopware annual “Software Support Agreement”

c. Any maintenance or support activity related to the existing software that necessitates intervention by the software manufacturer, and which is not included under the terms of the software support agreement, shall be deemed within the scope of this Agreement.

11. Contractor shall, on a periodic basis, but not less than twice a year:

a. Evaluate the condition of the CCURE software and all panel firmware.

b. Apply any available updates and upgrades that are applicable to the software and firmware not previously applied.

12. Contractor shall provide CDSS with contact telephone and/or pager number(s) that may be used by the CDSS to request repair services during normal work hours, weekends, and after-hours emergencies.

13. All parts replaced by Contractor must be returned to the CDSS project representative upon completion and acceptance of project.

14. It is understood that the Contractor shall not be responsible for any work requiring a C-28 license as defined in Exhibit A - Attachment 1, C-28 - Lock and Security Equipment Contractor for the maintenance, repair and any other services as deemed necessary to keep CDSS’ CCURE Security Management Systems, exacqVision Network Video Recording System, exacqVision software and Video wall, PassagePoint Global Visitor Management System, and Orion Entrance Control SpeedGate OBSG-HG-E turnstiles (turnstile card readers and RM4E control panels only), all operating at their optimum performance. Contractor is to notify CDSS as to work which requires a C-28 license, and CDSS will provide a licensed lock and security equipment contractor to perform said work.

15. Equipment, materials, and workmanship provided under this contract shall be guaranteed for a period of twelve (12) months from the date of final acceptance of services. Any defects caused by faulty materials, methods of installation, or poor workmanship within this period shall be repaired or replaced by the Contractor within 24 hours of notification by the CDSS, including weekends and holidays, at no expense to the CDSS.

Agreement Number 25-3055 Page 5 of 11

16. No material substitutions shall be made which deviate from the original installation without prior written approval by the CDSS.

17. Elements of the work under this contract include, but are not limited to, materials, labor, supervision, supplies, equipment, transportation, storage, utilities, testing, all required permits, licenses, and certifications.

18. All work performed and materials used shall conform to all applicable federal, state, and local codes, standards, and publications.

19. All installation workmanship shall be accomplished in a neat and professional manner, meeting, or exceeding industry standards. This shall include, but not be limited to: furnishing proper grounding of data lines and devices, providing plumb and level installation of all devices and equipment, providing neat wire and cable routing, identification of cables and/or conductors by point numbers, providing secure wire terminations, splices, and ease of access for maintenance and testing.

C. ADDITIONAL SERVICES

For services not specifically covered under this contract, Contractor will be asked to make an on-site inspection and provide a written estimate of costs to the CDSS. Upon review of such cost estimate (labor), the CDSS may, at its discretion, authorize the work or product(s). Estimates shall be good for the term on the contract. Services will be performed during regular business hours (8:00am until 5:00pm, Monday through Friday, excluding holidays).

D. MODIFICATION AND INSTALLATION PROJECTS

CDSS is requesting additional services to be added to the existing Security System.

1. These additional modifications and services must be completed within 60 days of notification by CDSS to proceed or upon the discrecion of CDSS Project Coordinator.

2. Additional services/projects may be canceled at any time by CDSS prior to their initial start date.

3. Existing security measures for occupied spaces shall remain operational at all times. Should any such security measure or system be taken out of service or system downtime be required that is not specifically identified on the construction schedule, Contractor shall notify the CDSS seven (7) days in advance of the disruption in security for CDSS approval.

4. The Contractor, if necessary, shall be responsible for obtaining subcontractors with the appropriate contractor license(s) required by the California Contractors State Board for the completion of all projects.

Agreement Number 25-3055 Page 6 of 11

E. MAINTENANCE REQUIREMENTS DURING WARRANTY PERIOD

The following requirements shall apply to the Contractor responsible for performing security system related maintenance services of all items covered under warranty.

Major System Failures

1. Contractor's maintenance personnel shall respond to all system failures within sixty (60) minutes by telephone and four (4) hours on site from the time the CDSS first attempts to notify the designated Contractor representative that remedial maintenance for the failures is required. All failures shall be corrected within eight

(8) hours of the arrival on site of Contractor's maintenance personnel.

2. For the purpose of this contract, major failures are defined to include, but are not limited to, the following:

a. Failure of any security hardware.

b. Complete or partial failure of a Secure Copy Protocol (SCP), resulting in the loss of monitoring or reporting capability.

c. Failure to change or update cardholder clearances.

d. Loss of workstations.

Minor System Failures

1. All other failures shall be considered minor failures. Contractor’s maintenance personnel shall respond on-site to all minor system failures within eight (8) hours from the time the CDSS notifies or attempts to notify the designated Contractor representative that remedial maintenance for minor failures is required. Minor failures shall be corrected within twenty-four (24) hours of the arrival on site, of the Contractor's maintenance personnel.

2. The CDSS agrees to call a Contractor-provided service request telephone number to notify Contractor of maintenance or system failure problems and shall measure response time requirements from the time of the first call to notify the Contractor.

3. Contractor shall prepare written reports for all service and maintenance related repairs or actions for CDSS approval.

Agreement Number 25-3055 Page 7 of 11

F. EXAMINATION

1. Contractor shall inspect the project site and survey the conditions to be encountered during performance of the work. This shall be accomplished prior to starting the work. Failure of Contractor to become familiar with the site conditions shall not relieve the Contractor of responsibility for full completion of the work in accordance with the contract provisions.

2. Contractor shall verify that all conduit, wires, cables, security system hardware and software provisions are installed and ready for connection and integration with the rest of the system.

3. Contractor shall examine area to be protected and verify that environmental characteristics will not affect effective communication and interfacing. Report observed problems in writing.

4. Contractor shall determine that power supplies, conduit, wires, cables, connections, and equipment are ready for installation and interfacing before attempting installation.

5. Contractor shall check all power and communications cabling for continuity before making connections.

6. Contractor shall visually inspect each piece of equipment, determine defects, and make necessary corrections.

7. Contractor shall make arrangements through CDSS and inspect locations where installation work will be performed.

8. Contractor shall verify that conditions found are in accordance with drawings and are acceptable for Contractor's installation work. Any discrepancies must be reported in writing to CDSS stating suggested means of correction.

9. Contractor shall inspect existing inside and outside cable plants to determine system runs and interface conditions.

10. Contractor shall coordinate with CDSS to establish interfaces.

G. INSTALLATION

1. Compliance:

a. Contractor shall install the equipment in accordance with the contract documents, all applicable codes and standards, and the Manufacturer's written instructions. The installed system shall meet all applicable equipment and performance requirements.

Agreement Number 25-3055 Page 8 of 11

2. Standardization:

a. Contractor shall standardize the installation practices and material to provide uniform materials and procedures to the maximum extent possible.

3. Locations:

a. Contractor shall locate pull boxes, wire-ways, or other items requiring inspection, removal, or replacement conveniently and accessibly, with reference to the finished facilities.

4. Electrical Service:

a. Installation of electrical service to equipment shall conform to current specific codes and standards, and other applicable requirements.

5. Electrical Equipment Inspection:

a. Contractor shall provide electrical equipment inspection in accordance with standards of the National Electrical Manufacturers Association (NEMA).

6. Installation Requirements:

a. Contractor shall install all system components, including furnished equipment, and appurtenances in accordance with the manufacturer's instructions, and as shown, and shall furnish all necessary interconnections, services, and adjustments required for a complete and operable system as specified and shown. Control signal, communications, and data transmission line grounding shall be installed as necessary to preclude ground loops, noise, and surges from adversely affecting system operation.

b. Contractor shall install the Security System in accordance with the standards for safety and the appropriate installation manual for each equipment type.

Components within the system shall be configured with appropriate service points to pinpoint system trouble in less than 20 minutes.

c. Unless otherwise shown, all wiring, including low voltage wiring outside the control console, cabinets, boxes, and similar enclosures, shall be installed in electric metallic tubing (EMT). The minimum size shall be 3/4 inch. Grounding shall be installed as necessary to preclude ground loops, noise, and surges from adversely affecting system operation.

d. Wire splices will not be permitted.

e. All equipment connected to alternating current circuits shall be protected from power line surges. Equipment protection shall meet the requirements of American National Standards Institute (ANSI) C62.41. Fuses shall not be used for surge protection.

Agreement Number 25-3055 Page 9 of 11

f. All inputs shall be protected against surges induced on device wiring. Outputs shall be protected against surges induced on control and device wiring installed outdoors and as shown. All communications equipment shall be protected against surges induced on any communications circuit. All cables and conductors that serve as communications circuits from security console to field equipment, and between field equipment, shall have surge protection circuits installed at each end. Protection shall be furnished at equipment, and additional triple electrode gas surge protectors rated for the application on each wire-line circuit shall be installed within three (3) feet of the building cable entrance. Fuses shall not be used for surge protection. The inputs and outputs shall be tested in both normal mode and common mode using the following two waveforms:

(1) A 10-microsecond rise time by 1000 microsecond pulse width waveform with a peak voltage of 1500 volts and a peak current of 60 amperes.

(2) An 8-microsecond rise time by 20-microsecond pulse width waveform with a peak voltage of 1000 volts and a peak current of 500 amperes.

g. Contractor shall calibrate all equipment.

h. Contractor shall inspect each component, determine obvious defects, and correct.

i. Contractor shall perform tests as recommended by manufacturer or as required to ensure the Security System provisions operate properly and meet specified requirements.

j. Contractor shall correct all deficiencies detected and retest affected components.

k. Contractor shall record test data, tabulate, and write narratives describing tests, results, deficiencies found, corrective measures, and results of re-testing.

l. Contractor shall certify that the security system provisions have been tested and are ready for performance verification testing.

7. Marking:

a. Wire and Cable:

(1) The terminations of each wire and cable shall be clearly identified with a pre-marked, self adhesive, wraparound vinyl cloth type tag manufactured by Brady, E-Z Code, or Panduit.

Agreement Number 25-3055 Page 10 of 11

b. Equipment Name Plates. The following requirements shall apply:

(1) General: Attach a permanent, corrosion-resistant reverse engraved nameplate to each equipment component showing the manufacturer's name, address, serial number, and equipment rating. Each nameplate shall be clearly visible on the exterior of equipment. Components located within equipment enclosures shall also be provided with nameplates.

(2) Location and Fastening: Contractor shall provide nameplates to identify all equipment components. Contractor shall provide each panel assembly with a nameplate on the interior of equipment enclosures, indicating number of equipment and unit of assembly. Contractor shall fasten nameplates securely with slotted stainless-steel screws. The use of adhesives for fastening nameplates will not be permitted.

c. Control and Display Labels:

(1) Use: Each control, display, and any other item of equipment, which must be located, identified, read, or manipulated, shall be appropriately and clearly labeled to permit rapid and accurate identification of its operating state of position.

(2) Orientation: Contractor shall orient labels and information thereon horizontally so that they may be read quickly and easily. Vertical orientation shall be used only where space is limited.

(3) Locations: Contractor shall locate labels so that there is no confusion as to which item they identify. Labels shall not obscure any other information required by the operator. Controls shall not obscure labels. The location of labels shall be consistent.

H. FIELD QUALITY CONTROL

Contractor shall be required to conduct an Installation Test and Total Acceptance Test upon completion of equipment installation.

1. Installation and Acceptance Test Procedures and Reports:

a. Installation and acceptance tests shall be conducted in the normal operational environment to the maximum extent possible. The tests shall represent operation in the normal mode in which each system will operate. If interfaces are incomplete, contractor shall provide simulation of those interfaces so that the system may be tested as a complete and stand-alone entity. Contractor shall perform all equipment repair and/or adjustment, which may be required during acceptance testing.

Agreement Number 25-3055 Page 11 of 11

b. Final Acceptance Test. The following shall apply:

(1) The final acceptance test shall consist of the equipment being operated as a complete stand-alone entity. The equipment shall be operated in the mode that would normally prevail.

(2) The final acceptance test shall verify to the CDSS that all security equipment operates as a functionally integrated system. This applies to access control, alarms, communications, trouble conditions, and Closed- Circuit Television (CCTV) subsystems.

(3) The final acceptance test shall include a commissioning statement from the systems manufacturer certifying the installation. All systems shall be furnished and installed by security contractors certified by the manufacturer to furnish and install their systems.

I. OPERATIONS AND MAINTENANCE DOCUMENTATION

Upon completion and acceptance of each project, Contractor shall provide the CDSS with applicable Operations and Maintenance (O&M) manual(s), which describe the equipment installed under this contract. The O&M manual(s) shall, as a minimum, consist of an operations section, a maintenance section, and a drawings section when necessary.

J. TRAVEL

Contractor’s costs related to items such as travel and per diem are costs of the Contractor and will not be paid as part of this contract.

K. PROJECT REPRESENTATIVES

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

California Department of Social Services Contractor

Security Systems Manager, TBD TBD 744 P Street MS 8-4-175 Sacramento CA 95814

TBD

TBD

Either party may change their designated project representatives by providing written notice of the change within ten (10) days of the requested date of change to the other party.

C28 - Lock and Security Equipment Contractor

California Code of Regulations Title 16, Division 8, Article 3.

Classifications

A lock and security equipment contractor evaluates, sets-up, installs, maintains and repairs all doors and door assemblies, gates, locks and locking devices, panic and fire rated exit devices, manual and automatic operated gate and door closures and releases, jail and prison locking devices and permanently installed or built in safes and vaults. This classification includes but is not limited to master key systems, metal window guards, security doors, card activated and electronic access control systems for control equipment, motion and other types of detectors and computer systems for control and audit of control systems and other associated equipment. Fire alarm systems are specifically not included in this section.

Authority cited: Sections 7008 and 7059, Reference: Sections 7058 and 7059 (Business and Professions Code)

Exhibit A, Attachment 1

Agreement Number 25-3005

SAMPLE

Agreement 25-3055 Page 1 of 3

EXHIBIT B

BUDGET DETAIL AND PAYMENT PFROVISIONS

A. Invoicing and Payment

1. The maximum amount payable under this agreement shall not exceed $ TBD

2. All funds expended pursuant to this agreement shall count towards the maximum amount payable in Section A, Item 1.

3. For services satisfactorily rendered, and upon receipt and approval of the invoice(s), CDSS agrees to pay the Contractor for said services in accordance with the rates specified in Exhibit B – Attachment 1, Budget Summary.

4. Funding for necessary travel expenses and per diem are included in this Agreement and shall be reimbursed at rates established by the California Department of Human Resources (CalHR) for comparable classes. (See https://www.calhr.ca.gov/employees/Pages/travel-reimbursements.aspx ).

Contractor shall itemize travel expenses, including receipts, and submit to CDSS Program Contract Manager for approval. This approval, including itemization and receipts must be attached to the invoice submitted for payment.

The CDSS Program Contract Manager shall certify and maintain the documents substantiating travel and per diem for a period not less than three years after final payment of this Agreement.

No travel outside of the State of California by Contractor shall be reimbursed unless there is prior written authorization from CDSS. All travel conducted by Contractor for the benefit of the State or pursuant to services provided under this Agreement shall comply with California Government Code section 11139.8.

5. Invoices shall include the Agreement Number XX-XXXX and Reporting Structure XXXXXXXX and shall be submitted not more frequently than monthly in arrears to:

California Department of Social Services

Child Care and Development Division 744 P Street, MS 8-4-175 Sacramento, CA 95814

Attn: PROJECT REPRESENTATIVE Email:

https://www.calhr.ca.gov/employees/Pages/travel-reimbursements.aspx

Agreement 25-3055 Page 2 of 3

If applicable, pursuant to Office of Management and Budget (OMB) regulations (2 CFR 200.300 and 200.331), the Contractor shall provide the sub recipients with the Catalog of Federal Domestic Assistance (CFDA) Number and Program Title.

Invoices shall also include the CFDA Number and Title.

CFDA Number:

CFDA Program Title:

Any invoices submitted without the above referenced information may be returned to the Contractor for further re-processing.

B. State Budget Contingency Clause

1. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall be of no further force and effect. In this event, CDSS 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, CDSS 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. For Contract with Federal Funds

1. It is mutually understood between the parties that this Agreement may have been written before ascertaining the availability of Congressional appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays which would occur if the Agreement were executed after that determination was made.

2. This Agreement is valid and enforceable only if sufficient funds are made available to the State by the United States Government for the term of this Agreement for the purposes of this program. In addition, this Agreement is subject to any additional restrictions, limitations, or conditions enacted by the Congress or any statute enacted by the Congress which may affect the provisions, terms, or funding of this Agreement in any manner.

3. It is mutually agreed that if the Congress does not appropriate sufficient funds for the program, this Agreement shall be amended to reflect any reduction in funds.

Agreement 25-3055 Page 3 of 3

4. CDSS has the option to invalidate the Agreement under the 30-day cancellation clause or to amend the Agreement to reflect any reduction of funds.

D. 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.

E. Review

CDSS reserves the right to review service levels and billing procedures as they impact charges against this Agreement.

F. Final Billing

Invoices for services must be received by CDSS within 90 days following each state fiscal year, or 90 days following the end of the contract term, whichever comes first. The final invoice must include the statement “Final Billing.”

G. Nonresident Tax Withholdings

Payments to all nonresidents may be subject to withholding. Nonresident payees performing services in California or receiving rent, lease, or royalty payments from property (real or personal) located in California will have seven percent of their total payments withheld for state income taxes. However, no withholding is required if total payments to the payee are $1,500 or less for the calendar year.

IFB 25-3055

California Department of Social Services ATTACHMENT 3 - COST SHEET

PART#

Year One 1 Services Hours 50 Security System Maintenance & Repair $ - NO 1 Services Hours 50 Additional Services $ - NO

Travel Costs $ - Fingerprinting Fees $ -

100 Year One Total NO Year Two

1 Services Hours 500 Security System Maintenance & Repair $ - NO 1 Services Hours 250 Additional Services $ - NO

Travel Costs $ - Fingerprinting Fees $ -

750 Year Two Total NO Year Three

1 Services Hours 500 Security System Maintenance & Repair $ - NO 1 Services Hours 250 Additional Services $ - NO

Travel Costs $ - Fingerprinting Fees $ -

750 Year Three Total NO

SUBTOTAL $ -

TAX N/A

GRAND

TOTAL $ -

ELECTRONIC DELIVERY (if applicable)

COMPANY NAME:

COMPANY ADDRESS:

Signature: ___________________________ Date: ___________________

TAXABLE

YES OR NOQTY DESCRIPTION UNIT PRICE EXTENSIONUNIT

Agreement 25-3055 Page 1 of 5

EXHIBIT D

SPECIAL TERMS AND CONDITIONS

A. Termination Without Cause

This Agreement may be terminated without cause by the State upon 30 days written notice to the contractor.

B. Debarment and Suspension

For federally funded agreements, Contractor certifies that to the best of his/her knowledge and belief that he/she and their principals or affiliates or any sub-contractor utilized under this agreement, are not debarred or suspended from federal financial assistance programs and activities nor proposed for debarment, declared ineligible, or voluntarily excluded from participation in covered transactions by any federal department or agency. The Contractor also certifies that it or any of its sub-contractors are not listed with any active exclusions on the System for Award Management (http://www.sam.gov) (Executive Order 12549, 2 CFR Parts 180, 376, 417 and 2336).

C. Certification Regarding Lobbying

The following provisions are applicable to applicable to Grants, Subgrants, Cooperative Agreements, and Contracts Exceeding $100,000 in Federal Funds.

1. For Agreements with Contractors who are State entities not under the authority of the Governor, or cities, private firms or agencies which are receiving in excess of $100,000 in federal funds from CDSS to perform services. By signing this Agreement, the Contractor certifies that to the best of his or her knowledge and belief, that:

a. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into of a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement.

b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this http://www.sam.gov/

Agreement 25-3055 Page 2 of 5

Federal Grant or agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying", in accordance with its instructions.

c. The Contractor shall require that the language of this certification be included in the award documents for all covered subawards exceeding $100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certify and disclose accordingly.

2. This certification is a prerequisite for making or entering into this transaction and is imposed by Section 1352, Title 31, U. S. Code. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Any person who fails to file the required certification shall be subject to a civil penalty of no less than $10,000 and not more than $100,000 for each such failure.

3. Nonprofit organizations and Institutes of Higher Education are also required to comply with the lobbying provisions contained in 2 C.F.R. section 200.450 and 45 C.F.R. section 75.450.

D. Unruh Civil Rights Act and the Fair Employment & Housing Act

1. Prior to bidding on, submitting a proposal for or executing an agreement or renewal for a State of California contract over $100,000 on or after January 1, 2017, the bidder or proposer must certify compliance with the Unruh Civil Rights Act (Section 51 of the Civil Code) and the Fair Employment and Housing Act (Section 12960 of the Government Code); and if a Contractor has an internal policy against a sovereign nation or peoples recognized by the United States government, the Contractor certifies that such policies are not used in violation of the Unruh Civil Rights Act (Section 51 of the Civil Code) or the Fair Employment and Housing Act (Section 12960 of the Government Code).

2. During the performance of this Contract, the recipient, Contractor, and its subcontractors shall not deny the contract's benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Contractor shall insure that the

Agreement 25-3055 Page 3 of 5 evaluation and treatment of employees and applicants for employment are free of such discrimination.

3. Contractor shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, §12900 et seq.), the regulations promulgated thereunder (Cal.

Code Regs., tit. 2, § 11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code, §§ 11135- 11139.5), and the regulations or standards adopted by the California Department of Social Services to implement such article.

4. Contractor or recipient shall permit access by representatives of the California Civil Rights Department and the California Department of Social Services upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours' notice, to such of its books, records, accounts, and all other sources of information and its facilities as California Department of Social Services shall require to ascertain compliance with this clause.

5. Recipient, Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.

6. The Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Agreement.

E. Computer Software Copyrights

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.

F. OMB Audit

Pursuant to Office of Management and Budget (OMB) audit requirement regulations (2 C.F.R. § 200.501), non-federal entities that expend $1,000,000.00 or more in a year in Federal awards from all sources combined shall have a single or program-specific audit conducted for that year in accordance with the provisions of 2 C.F.R.

§ 200.514 (previously OMB Circular A-133). All OMB audit reports shall meet the report submission requirements established in 2 C.F.R § 200.512 and a copy shall be forwarded to CDSS.

Agreement 25-3055 Page 4 of 5

G. Subcontractors

(Applicable to agreements in which the Contractor subcontracts out a portion of the work) Nothing contained in this Agreement or otherwise shall create any contractual relationship between CDSS and any subcontractors, and no subcontractor shall relieve the Contractor of its responsibilities and obligations hereunder. The Contractor agrees to be fully responsible to CDSS 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 obligation of CDSS to make payments to the Contractor. As a result, CDSS shall have no obligation to pay or to enforce the payment of any moneys to any subcontractor.

H. Indirect Costs/Administrative Overhead

For agreements with other governmental entities and public universities, indirect costs are expenses incurred for administrative services such as, but not limited to, accounting; personnel and payroll administration; accounts payable services;

general and specialized insurance coverage; compliance and regulatory monitoring;

independent audit services; and legal services. Indirect costs are applied to personnel, operating expenses, supplies, equipment, and travel expenses. Per State Contracting Manual, Section 3.06.B, agencies shall assure that all administrative fees are reasonable considering the services being provided.

Agencies may only pay overhead charges on the first $25,000 of each subcontract.

Any subcontractor receiving $25,000 or more must be clearly identified in the budget display and excluded when the total indirect costs are calculated.

I. Accessibility Requirements

Contractor shall comply with California Government Code sections 7405 and 11135 which requires, among other things, that Contractor shall comply with the accessibility requirements of Section 508 of the Federal Rehabilitation Act of 1973, as amended (29 U.S.C. Sec. 794d), and regulations implementing that act as set forth in Part 1194 of Title 36 of the Federal Code of Regulations. All Contractor work products shall meet the requirements of the Web Content Accessibility Guidelines 2.0, or a subsequent version, published by the Web Accessibility Initiative of the World Wide Web Consortium at minimum Level AA success criteria. Contractor shall respond to and resolve any complaint regarding accessibility of its products or services that is brought to its attention.

Agreement 25-3055 Page 5 of 5

J. Russia-Ukraine Conflict Economic Sanctions

On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals.

“Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State.

Agreement 25-3055 Page 1 of 7

EXHIBIT E

ADDITIONAL PROVISIONS

A. Insurance Requirements

1. Contractor, at his/her own expense, shall maintain the following insurance coverage:

a. Commercial General Liability – Contractor shall maintain general liability on an occurrence form with limits not less than $1,000,000 per occurrence for bodily injury and property damage liability combined with a $2,000,000 annual policy aggregate. The policy shall 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 California Department of Social Services, State of California, its officers, agents, employees and servants as additional insureds, but only with respect to work performed under the contract.

This endorsement must be supplied under 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, contractor shall include all subcontractors as insureds under Contractor’s insurance or supply evidence of insurance to The State equal to policies, coverages and limits required of Contractor.

b. Automobile Liability – 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 policy must be endorsed to include The State of California, its officers, agents, employees and servants as additional insured, but only with respect to work performed under the contract. The additional insured endorsement is to be provided with the certificate of insurance.

c. Workers Compensation and Employers Liability – Contractor shall maintain statutory worker’s compensation and employer’s liability coverage for all its employees who will be engaged in the performance of the Contract.

Employer’s liability limits of $1,000,000 are required.

Agreement 25-3055 Page 2 of 7

EXHIBIT E

(Standard Agreement)

The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the State. The waiver of subrogation endorsement is to be provided with the certificate of insurance.

d. Professional Liability – Contractor shall maintain professional liability covering any damages caused by a negligent error, act or omission with limits of not less than $1,000,000 per occurrence and $3,000,000 policy aggregate. The policy’s retroactive date must be shown on the certificate of insurance and must be before the date this contract was executed or before the beginning of contract work.

2. Certificates evidencing Contractor's insurance coverage shall be filed with CDSS prior to execution of this Agreement.

B. General Provisions Applying to All Insurance Polices

1. 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.

2. Policy Cancellation / Termination & Notice of Non-Renewal – Contractor shall provide to the State within five business days a copy of any notice of Cancellation/Termination or Non-renewal received by contractor for any of the required insurance policies. 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.

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

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

5. 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.

6. 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.

Agreement 25-3055 Page 3 of 7

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

C. Confidentiality Requirements

Contractor and its employees agree to comply with CDSS Confidentiality and Security Requirements as described in Exhibit E – Attachment 1.

D. Generative Artificial Intelligence (GenAI) Disclosure

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 GenAI technology, including GenAI from third parties or subcontractors. Contractor shall immediately complete the GenAI Reporting and Factsheet (STD 1000) to notify the State of any new or previously unreported GenAI technology.

2. At the direction of the State, Contractor shall discontinue the use of any new or previously undisclosed GenAI technology that materially impacts functionality, risk or contract performance, until use of such GenAI technology has been approved by the State.

3. Failure to disclose GenAI use to the State and submit the GenAI Reporting and

Factsheet (STD 1000) may be considered a breach of the contract by the State at its sole discretion and the State may consider such failure to disclose GenAI and/or failure to submit the GenAI Reporting and Factsheet (STD 1000) as grounds for the immediate termination of the contract. The State is entitled to seek any and all relief to which it may be entitled to as a result of such non-disclosure.

4. The State reserves the right to amend the contract, without additional cost, to incorporate GenAI Special Provisions into the contract at its sole discretion and/or terminate any contract that presents an unacceptable level of risk to the State.

E. Incompatible Activities

Contractor shall not engage in any activity, employment or enterprise which is inconsistent, incompatible, or in conflict with, or inimical to his or her duties as a consultant. These include, but are not limited to, the following, unless the Department has determined in writing that the consultant's specific activity, employment, or enterprise does not constitute an incompatible activity.

Agreement 25-3055 Page 4 of 7

1. Being licensed to operate a facility under the jurisdiction of the Department, including a child day care facility, foster family home, certified family home, community care facility, or residential care facility for the elderly.

2. Holding a position of Chief Executive Officer, or other officer of the governing body of the licensee of a facility under the jurisdiction of the Department, as referenced in #1, and also including a residential care facility for persons with chronic, life-threatening illness.

3. Being employed by a facility under the jurisdiction of the Department.

4. Being a volunteer of a facility under the jurisdiction of the Department.

5. Residing at a facility under the jurisdiction of the Department.

6. Representing any individual not employed by the Department or any facility under the jurisdiction of the Department in an administrative or legal matter.

7. Having a financial interest in any facility under the jurisdiction of the Department.

8. Using, or having access to, confidential information by virtue of this contract, for private gain or advantage, or providing confidential information to persons not authorized by the Department.

E. Contractor Evaluation

Contractor is hereby notified that the CDSS will evaluate Contractor's performance for compliance with the terms of this Agreement per Section 5230.3 of the State Administrative Manual (SAM) and Section 2100.6 of the State Contracting Manual (SCM), Volume 2.

F. Disabled Veteran Business Enterprise Subcontractors

1. If for this agreement contractor made a commitment to achieve disabled veteran business enterprise (DVBE) participation, then contractor must within 60 days of receiving final payment under this agreement (or within such other time period as may be specified elsewhere in this agreement) 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…