CDTFA_RFQ_No._2024-4107_Signature_Level_Support.pdf

March 2023 (Rev.)

STATE OF CALIFORNIA

CALIFORNIA DEPARTMENT OF TAX AND FEE ADMINISTRATION

ACQUISITIONS MANAGEMENT SECTION

651 BANNON STREET, SACRAMENTO, CA 95811

PO BOX 942879, SACRAMENTO, CA 94279-0024

1-916-309-5421 www.cdtfa.ca.gov

October 30, 2024

REQUEST FOR QUOTE

MVIX XHIBIT MEDIA PLAYER

INFORMATION TECHNOLOGY SERVICES

RFQ-No.: 2024-4107

You are invited to review and respond to the California Department of Tax and Fee Administration’s (CDTFA’s) Request for Quote (RFQ) No.# 2023-4107 for the Signature Level Support for the MVIX Xhibit Media Player devices.

Service: Contractor shall provide to the California Department of Tax and Fee Administration (CDTFA), three (3) years of Signature Level Support for MVIX Xhibit Media Players. as outlined in the Sample FI$Cal Purchase Order (PO) and related Exhibits included herein (Attachment 2).

Location: Services shall be provided remotely for the CDTFA Headquarters located at 651 Bannon

Street, Suite 100, Sacramento, CA 95811.

Responses Due: November 13, 2024, at 2:00 P.M. Pacific Standard Time

Term: November 15, 2024, through November 14, 2027

Contact Person: Terri Reese, Phone (916) 309-8088 or at email:

ADMIN-AMSContracts@cdtfa.ca.gov

Bidders’ Minimum Qualifications:

Bidders must be an authorized reseller of the MVIX Xhibit Media Players and have the ability to provide technical support and maintenance services. If a bidder is found not to be an authorized reseller of this product, CDTFA has the right to reject the bid.

REQUIRED TO SUBMIT WITH QUOTE:

To be considered responsive to this RFQ, your quote must comply with the instructions found herein and, in the DGS’ Procurement Department’s (DGS/PD) Bidders’, Instructions included herein by reference linked at: DGS/PD Bidders Instructions

The services required are delineated in, Sample FI$Cal PO included herein (Attachment 2). Please read the enclosed documents carefully. Responsive quotes shall contain the following signed and completed documents:

1. Quote & Certification Sheet (Attachment 1). All quotes must be submitted and signed by an individual who is authorized to contractually bind the Contractor.

2. Bidder Declaration/Written Version GSPD-05-105 (written), which can be accessed on the DGS/PD website, linked here: Bidder Declaration - Written GS PD-05-105 (ca.gov).

GAVIN NEWSOM

Governor

AMY TONG

Secretary, Government Operations Agency

NICOLAS MADUROS

Director

RFQ 2024-4107

GENERAL INFORMATION

3. Payee Data Record (Std. 204) which can be accessed on the DGS/PD website, linked here: STD 204

- Payee Data Record (ca.gov)

4. Disabled Veteran Business Enterprise (DVBE) Declaration DGS PD Std. 843 (as applicable) which can be accessed on the DGS/PD website, linked here: DVBE Declaration DGS PD Std 843 (ca.gov)

5. Darfur Contracting Act, DGS PD 1, which can be accessed on the DGS/PD website, linked here:

Darfur Contracting Act Certification DGS PD 1 (ca.gov)

6. Commercially Useful Function (CUF) Compliance Form - (Attachment 3)

Note: The CUF Form is not required if neither a Small Business nor Disable Veteran Business Enterprise will be participating. More detail information regarding CUF is located online on the DGS/PD website linked here: Commercially Useful Function for Certified Firms (ca.gov)

7. Generative Artificial Intelligence (GenAI) Disclosure & Factsheet (STD. 1000) GenAI Disclosure & Factsheet. Failure to submit the GenAI Disclosure & Factsheet (STD 1000) will result in disqualification of the Bidder / Offeror / Contractor.

Should you have any questions concerning this RFQ #2024-4107, please send e-mail responses to the AMS Contact at:

Acquisitions Analyst Terri Reese

California Department of Tax and Fee Administration Acquisitions Management Section 651 Bannon Street, Suite 100 MIC 24

Sacramento, CA 95811 Email: ADMIN-AMSContracts@cdtfa.ca.gov

All responses will be reviewed, and the FI$Cal PO will be awarded to the firm with the lowest responsive, responsible quote. CDTFA is not responsible for responses that do not arrive on time.

For questions concerning this RFQ No.: 2024-4107, please contact the AMS Analyst at the number and/or email listed above.

Sincerely, Terrie Reese

Terrie Reese AMS Contract Analyst

Enclosures: Attachment 1, Quote & Certification Sheet with Completion Instructions

Attachment 2, Sample FI$Cal PO included herein with Exhibits A – D Attachment 3, Commercially Useful Function Verification Form.

1. BIDDERS’ INSTRUCTIONS

In submitting your quote, you must comply with the instructions found herein and, in the DGS/PD Bidders’, Instructions included here by reference at: DGS PD 451 Bidder Instructions (ca.gov)

The services required are delineated in the sample FI$Cal PO and related Exhibits (Attachment 2).

Please read the enclosed documents carefully.

2. PURPOSE

The purpose of this solicitation is to obtain Signature Level Support for MVIX Xhibit Media Players for California Department of Tax and Fee Administration (CDTFA).

Proposed Term: November 15, 2024, through November 14, 2027. This Agreement may be amended to extend the term for one additional year and/or add/remove licenses, if it is determined to be in the best interest of CDTFA. Upon signing the amendment, Contractor hereby agrees to provide services for the extended period at the rates specified in the original Agreement. See Exhibit A, Statement of Work, for a complete description of services.

3. AVAILABILITY

The selected contractor must be able to meet the requirements of this RFQ No.: 2024-4107 and be ready to begin work upon completion of security clearance, confidentiality certification, and upon agreement approval, and as mutually agreed to between the parties.

4. PERIOD OF PERFORMANCE

CDTFA has the option to extend the term of the agreement for a period of time needed to complete the performance of services with no change in scope or price. The period of performance must be changed by a written amendment to the FI$Cal PO if the department exercises its option to extend services.

The contractor shall not be authorized to deliver or commence performance of services as described in the Statement of Work (SOW) until written approval has been obtained from all entities. No delivery or performance of service may commence prior to the execution of the Agreement.

5. KEY ACTION DATES

Listed below are the key action dates and times by which the actions must be taken or completed. If CDTFA finds it necessary to change any of these dates, it will be accomplished via an addendum to this RFQ No.: 2024-4107.

All dates after the Submission of Quotes on November 13, 2024, at 2:00PM (Pacific Standard Time) are approximate and may be changed if needed to allow the State additional time for evaluation and contract execution.

6. WRITTEN QUESTIONS

All questions regarding the content of this RFQ must be submitted in writing electronically to the AMS’ email box at: acquisitionscoor@cdtfa.ca.gov. Address to the attention of the Terri Reese and must be received by the date listed in Item 5. Key Action Dates, identified herein. Questions not submitted in writing by the date listed in Item 5. Key Action Dates for submission of written questions shall be answered at the State’s option.

7. EXECUTIVE ORDER N-6-22 – RUSSIA 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. By submitting an offer, Contractor represents that it is not a target of Economic Sanctions. 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 rejection of the Contractor’s offer any time prior to contract execution, or, if determined after contract execution, shall be grounds for termination by the State.

8. HEALTH AND SAFETY

Contractors are required to, at their own expense, comply with all applicable health and safety laws and regulations. Upon notice, Contractors are also required to comply with the state agency’s specific health and safety requirements and policies. Contractors agree to include in any subcontract related to performance of this Agreement, a requirement that the subcontractor comply with all applicable health and safety laws and regulations, and upon notice, the state agency’s specific health and safety requirements and policies.

Key Action Dates Date Time

1. Release of RFQ : 2024-4107 Wednesday, October 30, 2024

4:00PM

(Pacific Standard Time)

2. Submission of written questions Monday, November 4, 2024

2:00PM

(Pacific Standard Time)

3. Department’s response to written questions Wednesday, November 6, 2024

4:00PM

(Pacific Standard Time)

4. Submission of Quotes (by date and time)

Wednesday, November 13, 2024

2:00PM

(Pacific Standard Time)

5. Evaluation of Quotes Thursday, November 14, 2024 N/A

6. Notice of Award Thursday, November 14, 2024

4:00PM

(Pacific Standard Time)

7. Proposed start date of contract November 15, 2024 N/A

9. GENERATIVE ARTIFICIAL INTELLIGENCE

“The State of California seeks to realize the potential benefits of GenAI, through the development and deployment of GenAI tools, while balancing the risks of these new technologies.

Bidder / Offeror / Contractor must notify the State in writing if their solution or service includes, or makes available, any GenAI technology, including GenAI from third parties or subcontractors.

The State has developed a GenAI Reporting and Factsheet (STD 1000) to be completed by the Bidder / Offeror / Contractor.

Failure to submit the GenAI Disclosure & Factsheet (STD 1000) will result in disqualification of the Bidder / Offeror / Contractor.

Failure to report GenAI to the State may void any resulting contract. The State reserves its right to seek any and all relief it may be entitled to as a result of such non-disclosure.

Upon receipt of a Bidder / Offeror / Contractor GenAI Reporting and Factsheet (STD 1000), the State reserves the right to incorporate GenAI Special Provisions into the final contract or reject bids/offers that present an unacceptable level of risk to the State.”

10. Assumptions and Constraints

There shall be no assumptions, conditions, or constraints included in the bidder’s response. A bid may be rejected if it is conditional or incomplete, or if it contains any alterations of form or other irregularities of any kind.

11. SAMPLE FI$Cal PURCHASE ORDER WITH EXHIBITS FORM (ATTACHMENT 2)

SAMPLE – FI$Cal PO EXHIBIT A – Statement of Work EXHIBIT B – Budget Detail and Payment Provisions EXHIBIT C – General Terms and Conditions EXHIBIT D – Special Terms and Conditions

12. DISABLED VETERANS BUSINESS ENTERPRISE (DVBE) & SMALL BUSINESS/MICRO

BUSINESS (SB/MB) PROGRAMS

DVBE Requirement Program -

The State has established goals for DVBE participating in State contracts. CDTFA has waived this requirement for RFQ No.: 2024-4107.

DVBE Incentive Program -

A DVBE incentive will be granted to bidders achieving DVBE Participation of 1% to 5% (either the prime contractor is a DVBE or will subcontract out between 1% and 5% to a DVBE) of their bid total, in accordance with Military and Veterans Code, § 999.5(a) and (d), and California Code of Regulations §1896.98 et seq.

The DVBE Incentive will be applied during the bid evaluation process and will only be applied to responsive bids. Any Small Business Preference will be calculated prior to the DVBE Incentive calculation.

Bidders that achieve a DVBE Participation of 1% or more will have the DVBE Incentive applied to their bid in an attempt to displace the apparent low bidder. The percentage of DVBE Incentive will be equal to the percentage of DVBE participation. Incentive calculations are for bid evaluation purposes only. The award, if made, will be for the bidder’s actual bid amount.

If applicable, claim the incentive in box #16 on page 1 of Attachment 1. Quote & Certification Sheet for this RFQ and submit the completed DVBE Declaration Form, DGS PD 843, also located online on the DGS/PD website at: https://www.documets.dgs.ca.gov/dgs/fmc/gs/pd/gspd05-105.pdf

SB/MB Enterprise Preference Program -

A five percent (5%) small business preference will be granted to Bidders that are California certified small businesses in accordance with California Code of Regulations, Title 2, § 1896 et. seq.

If applicable, claim the preference in box #16 on page 1 of Attachment 1, Quote & Certification Sheet, for this RFQ No.: 2024-4107.

Non-SB/MB Enterprise Preference Program -

Bidders claiming the non-small business preference must commit to subcontract at least 25% of the net bid price with one or more California certified small businesses.

If applicable, claim the preference in in box #16 on page 1 of Attachment 1. Quote & Certification Sheet, of this RFQ No.: 2024-4107 and submit the Bidder Declaration Form (GSPD-05-105 {written} or GSPD-05-106) also located online on the DGS/PD website at:

Bidder Declaration - Written GS PD-05-105 (ca.gov)

13. SAMPLE CONTRACT

The Sample FI$Cal PO and Exhibits A - D (Attachment 2) included in this RFQ No.: 2024-4107. is for information purposes only (Attachment 2). Upon Award all contract documents will be processed accordingly for final review and approval by the selected Contractor and CDTFA.

14. EVALUATION INFORMATION

Evaluation Process

Each quote response will be checked for the presence of requirement information in conformance with the submission requirements of this RFQ No.: 2024-4107. CDTFA will evaluate each response to this RFQ No.: 2024-4107 to determine its responsiveness to the requirements.

Evaluation Criteria

Lowest Responsive and Responsible Bidder.

REQUIRED TERMS AND CONDITIONS

Acceptance of the following terms and conditions which may be viewed via the below links are required by the State of DGS/PD for any vendor’s products, maintenance and/or services. These terms and conditions are non-negotiable, and no other terms and conditions will be accepted.

General Provisions - Information Technology (DGS PD 401 IT).

Information Technology General Provisions (Revised 6/21/2022)

ATTACHMENT 1

QUOTE & CERTIFICATION SHEET

The below form must be signed and returned. Please type or print clearly.

1. SERVICE: Successful Contractor shall submit one (1) electronic copy to CDTFA’s AMS email at:ADMIN-AMSContracts@cdtfa.ca.gov. The services are outlined in Attachment 2, Sample FI$Cal PO and related Exhibits A - D included herein.

The rates, set forth below in clear legible figures, shall remain in force for the stated term of the Agreement and shall include all Contractor’s costs, the cost of reinstatement fees if applicable, the cost of insurance, travel, State sales tax and every other item of expense, direct or indirect, in order to provide the services detailed in, Attachment 2, Sample FI$Cal PO and related Exhibits.

Rates must be provided for all services listed below. If there is no cost for an item, please indicate N/A in the price area for that item. Failure to provide a complete Offer & Certification Sheet shall be cause for rejection of your Offer.

Cost must be provided for all services listed below. Failure to provide the required rates shall be cause for rejection of your quote.

Year 1: Term: November 15, 2024 through November 14, 2025

Quantity Part No. Product or Service Description Unit Price Total

Price

276 MVISERVSSXS

3rd Party Cloud Service - Signature Care Package Xhibit HD-4K Signage System

TOTAL QUOTE PRICE FOR YEAR 1: $____________________

Year 2: Term: November 15, 2025 through November 14, 2026

Price

276 MVISERVSSXS

TOTAL QUOTE PRICE FOR YEAR 2: $____________________

Year 3: Term: November 15, 2026 through November 14, 2027

Price

276 MVISERVSSXS

TOTAL QUOTE PRICE FOR YEAR 3: $____________________

By signing below Contractor swears under penalty of perjury that the quote is complete, true, and correct and that the Contractor has read and understands all documents contained herein:

Bidder/Company Name (Printed):

Authorized By (Signature):

Name and Title of Person Signing (Printed):

Date Executed:

County:

State:

1. Company Name 2. Telephone Number

3. Fax Number

4. Address

5 E-Mail Address

Indicate your organization type:

6. Sole Proprietorship 7. Partnership 8. Corporation

Indicate the applicable employee and/or corporation number:

9. Federal Employee ID No. (FEIN) 10. California Corporation No.

11. Indicate applicable license and/or certification information:

12. Authorized Representative (Print) 13. Title

14. Signature 15. Date

12. Are you certified with the Department of General Services, Office of Small Business and DVBE

Services (OSDS)

a. California Small Business b. Disabled Veteran Business Enterprise

Yes No Yes No

If yes, enter certification number: If yes, enter your service code below:

NOTE: A copy of your certification is required to be included if either of the above items is checked “Yes”.

Date application was submitted to OSDS, if an application is pending: ___________________

Item Numbers

Instructions

1, 2, 3, 4, 5

Must be completed and are self-explanatory.

Check if your firm is a sole proprietorship. A sole proprietorship is a form of business in which one person owns all the assets of the business in contrast to a partnership and corporation. The sole proprietor is solely liable for all the debts of the business.

Check if your firm is a partnership. A partnership is a voluntary agreement between two or more competent persons to place their money, effects, labor, and skill, or some or all of them in lawful commerce or business, with the understanding that there shall be a proportional sharing of the profits and losses between them. An association of two or more persons to carry on, as co-owners, a business for profit.

Check if your firm is a corporation. A corporation is an artificial person or legal entity created by or under the authority of the laws of a state or nation, composed, in some rare instances, of a single person and his successors, being the incumbents of a particular office, but ordinarily consisting of an association of numerous individuals.

Enter your federal employee tax identification number.

Enter your corporation number assigned by the California Secretary of State’s Office. This information is used for checking if a corporation is in good standing and qualified to conduct business in California.

Complete, if applicable, by indicating the type of license and/or certification that your firm possesses and that is required for the type of services being procured.

12, 13, 14, 15

Must be completed. These items are self-explanatory.

16 If certified as a California Small Business, place a check in the “Yes” box and enter your certification number on the line. If certified as a Disabled Veteran’s Business Enterprise, place a check in the “Yes” box and enter your service code on the line. If you are not certified to one or both, place a check in the “No” box.

If your certification is pending, enter the date your application was submitted to

OSDS.

ATTACHMENT 2

PURCHASE ORDER

EXHIBIT A

STATEMENT OF WORK

INFORMATION TECHNOLOGY

January 2023 (Rev.)

SAMPLE

DO NOT COMPLETE OR SUBMIT WITH YOUR BID!

1. PURPOSE

A. AVI-APL, (Contractor) agrees to provide to the California Department of Tax and Fee Administration (CDTFA), hereinafter referred to as “CDTFA” or “State”, Signature Level Support for Mvix Xhibit Media Players as described herein.

B. The services shall be performed remotely for the CDTFA Headquarters.

C. The services shall be performed Monday through Friday, between the hours of 8:00 AM and 5:00 PM, Pacific Time, except weekends and State Holidays.

D. The term of the agreement will be from November 15, 2024, or upon approval, whichever occurs later, to November 14, 2027.

E. The Contractor is not authorized to commence work, as described in this contract, until the contract has been fully executed. Any services provided prior to execution of the contract shall be considered voluntary and non-compensable.

2. PRODUCT DESCRIPTION

276 MVISERVSSXS

3rd Party Cloud Service - Signature Care Package Xhibit HD-4K Signage System

3. CONTRACT MANAGERS

CDTFA Business Contract Manager Contract Manager

Technology Services Division Company Name:AVI-SPL LLC

Contact Name: Shelley Morse Contact Name: Shannon Jones

Address:

651 Bannon Street, Suite 100, MIC: 26 Sacramento, CA 95811

Address:

6301 Benjamin Rd Ste 101 Tampa, FL 33634-5115

Phone: (916) 309-1861 Phone(612) 986-0980

Email: Shelley.Morse@cdtfa.ca.gov Email: Shannon.Jones@avispl.com

CDTFA Project Manager

Media Services

Contact Name: Fred Mittermayr

Phone: (916) 309-8299

Email: Fred.Mittermayr@cdtfa.ca.gov

Direct all contract inquiries to:

CDTFA Representative Contract Manager

Business Management Bureau/ Acquisitions Branch Company Name:AVI-SPL LLC

Contact Name: Contracts Section Contact Name: Shannon Jones

Address:

651 Bannon Street, Suite 100, MIC: 24 Sacramento, CA 95811

Address:

6301 Benjamin Rd Ste 101 Tampa, FL 33634-5115

Phone: (916) 309-5421 Phone(612) 986-0980

Email: acquisitionscoor@cdtfa.ca.gov Email: Shannon.Jones@avispl.com

Either Contract Manager may be changed without a formal amendment to this contract. The changing party will notify the other party with a ten-day prior written notice by mail, or email, which will contain the new Contract Manager’s name, mailing address, email address and telephone numbers.

4. AMENDMENT

This Agreement may be amended to extend the term end date for one (1) additional year at the rates listed in Exhibit B, Budget Detail and Payment Provisions. If the CDTFA exercises this option, it will initiate an amendment to encumber additional funds, as applicable.

5. CONTRACTOR’S RESPONSIBILITIES

The Contractor shall provide the following:

A. Annual Signature Level Support for 23 MVIX Xhibit Media Player devices located in CDTFA office throughout the state of California.

B. Annual Device Support – Signature Level Support:

1) Support level agreement will be for each device, per month. This will be billed annually by Contractor to the CDTFA.

2) In the event additional Playback Devices are purchased by the CDTFA at a later time, all devices in operation as part of the signage system may be compiled into a single support level agreement at the next annual renewal opportunity.

C. Device Support to include the following:

1) Signature Support for Xhibit Digital Signage Players: 23 media players.

2) Level-1 Phone Support: 24 hours per day, 7 days per week, 3-hour Service Level

Agreement.

3) Level-2 Phone Support: Monday to Friday, 9am to 5pm EST, 3-hour Service Level

Agreement.

4) Web Support: Monday to Friday, 9am to 6pm EST, 3-hour Service Level Agreement

(business hours)

5) Advanced Replacement (cross-shipping) with prepaid label.

6) Personalized Training: 2 each with 1-hour slots each year.

7) Lifetime warranty on devices.

8) Technology Refresh: Free device replacement once every 3 years of same value and comparable equipment.

9) Discount of 10% on any custom services.

10) Implementation Assistance: 2 each with 1-hour slots each year.

11) Premium widgets all included.

6. CDTFA’S RESPONSIBILITIES

A. CDTFA staff will be responsible for the physical installation and attachment of the playback devices to the video monitors and to the CDTFA network at each of the CDTFA field offices.

B. CDTFA staff will contact designated Contractor staff as soon as possible with any technical installation issues and will work with Contractor staff to resolve those issues by opening a web support ticket or contacting phone support.

C. CDTFA staff will contact designated Contractor staff any time technical support is required for a device already implemented and in use by opening a web support ticket or contacting phone support.

D. CDTFA staff will coordinate any necessary access to playback devices on the CDTFA network with Contractor for updates, management, and support of devices.

7. SUBCONTRACTORS

Contractor may not subcontract any work, including subcontracting with temporary service agencies, without the express written approval of the CDTFA. If it is anticipated that subcontractors will be used, the Contractor shall provide to the CDTFA the names of the subcontractors, references for the subcontractors, and the portions and monetary percentages of the work to be done by the subcontractors. The Contractor retains total responsibility for fulfilling the requirements of this Agreement.

8. HEALTH AND SAFETY

Contractors are required to, at their own expense, comply with all applicable health and safety laws and regulations. Upon notice, Contractors are also required to comply with the state agency’s specific health and safety requirements and policies. Contractors agree to include in any subcontract related to performance of this Agreement, a requirement that the subcontractor comply with all applicable health and safety laws and regulations, and upon notice, the state agency’s specific health and safety requirements and policies.

9. CONTRACTOR’S PERFORMANCE

CDTFA shall routinely evaluate the Contractor’s work performance for compliance with CDTFA’s standards, policies and procedures as described under this Contract.

EXHIBIT B

BUDGET DETAIL AND PAYMENT PROVISIONS

1. RATES

The cost for these services shall not exceed $0.00. See Contractor’s rates as detailed in Exhibit B-1 Rate Sheet, incorporated herein.

2. INVOICING AND PAYMENT

A. For services satisfactorily rendered and upon receipt and approval of the invoices, the State agrees to compensate the Contractor for actual expenditures incurred in accordance with the rates specified herein.

B. May be paid in advance.

C. Invoices shall be accurate and complete and shall include contract number 2024-4107 FI$Cal PO # XXXX-XXXX and shall be submitted to cdtfainvoices@cdtfa.ca.gov.

D. Invoices should include NET45 Payment Terms, in accordance with Exhibit B, Section 4 –

Prompt Payment Clause, below.

Failure to provide the Agreement number and FI$Cal PO number on the invoice will likely result in delayed payment.

3. BUDGET CONTINGENCY CLAUSE

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.

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.

4. 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).

5. SUBCONTRACTORS

If the Contractor uses subcontractors, then all invoices shall be issued by the Contractor. The CDTFA shall pay only the Contractor. The Contractor is responsible for payment to their subcontractors.

EXHIBIT B-1

QUOTE SHEET

Year 1: Term: November 15, 2024 through November 14, 2025

Price

276 MVISERVSSXS 3rd Party Cloud Service - Signature Care

TOTAL QUOTE PRICE FOR YEAR 1: $____________________

Year 2: Term: November 15, 2025 through November 14, 2026

Price

276 MVISERVSSXS

TOTAL QUOTE PRICE FOR YEAR 2: $____________________

Year 3: Term: November 15, 2026 through November 14, 2027

Price

276 MVISERVSSXS

TOTAL QUOTE PRICE FOR YEAR 3: $____________________

EXHIBIT C

TERMS AND CONDITIONS

The following terms and conditions, which may be viewed via the links below, are required by the State of California’s Department of General Services. These terms and conditions are non-negotiable and incorporated into this Agreement.

Information Technology General Provisions (Revised 6/21/2022)

EXHIBIT D

SPECIAL TERMS AND CONDITIONS

1. EXCISE TAX

The State of California is exempt from Federal Excise Taxes, and no payment will be made for any personal property taxes levied on the Contractor or on any taxes levied on employee wages. The State shall only pay for any State or local sales or use taxes on the services rendered or equipment supplied to the State pursuant to this Agreement.

2. SETTLEMENT OF DISPUTES

In the event of a dispute, Contractor shall file a “Notice of Dispute” with the Chief, Business Management Bureau of the CA Department of Tax and Fee Administration in Sacramento within ten

(10) days of discovery of the problem. Within ten (10) days of receipt of the Notice, the Chief, Business Management Bureau, or his/her designee, shall meet with the Contractor and Contract Manager for purposes of resolving the dispute. The decision of the Chief, Business Management Bureau 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 package.

3. POTENTIAL SUBCONTRACTORS

Nothing contained in this Agreement or otherwise shall create any contractual relation between the State and any subcontractors, and no subcontract shall relieve the Contractor of its responsibilities and obligations hereunder. The Contractor agrees to be as fully responsible to the State for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Contractor. The Contractor's obligation to pay its subcontractors is an independent obligation from the State’s obligation to make payments to the Contractor. As a result, the State shall have no obligation to pay or to enforce the payment of any moneys to any subcontractor.

4. CONFIDENTIALITY OF DATA

All financial, statistical, personal, technical and other data and information relating to the State’s operations, which is designated confidential by the State 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 through the observance of the same or more effective procedural requirements as are applicable to the State. The identification of all such confidential data and information as well as the State’s procedural requirements for protection of such data and information from unauthorized use and disclosure shall be provided in writing to the Contractor by the State. The Contractor shall not, however, be required 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.

5. RIGHT TO TERMINATE

This Agreement is subject to cancellation by the State (in whole or part) upon thirty (30) days written notice without cause. The State may cancel this Agreement without the 30-day written notice if, in its opinion the State finds cause for immediate termination. The State shall also be relieved of any payments should the Contractor fail to perform the requirements of this Agreement at the time and in the manner herein provided. In the event of such termination the State may proceed with the work in any manner deemed proper by the State. All costs to the State shall be deducted from any sum due

ATTACHMENT 2

the Contractor under this Agreement and the balance, if any, shall be paid to the Contractor upon demand.

6. FORCE MAJEURE

Neither party shall be liable to the other for any delay in or failure of performance, nor shall any such delay in or failure of performance constitute default, if such delay or failure is caused by “Force Majeure.” As used in this section, “Force Majeure” is defined as follows: Acts of war and acts of God such as earthquakes, floods, and other natural disasters such that performance is impossible.

7. COMPUTER SOFTWARE COPYRIGHT LAWS

Contractor certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in performance of this Agreement for the acquisition, operation, or maintenance of computer software in violation of copyright laws.

8. AMERICANS WITH DISABILITIES ACT (ADA)

The Contractor certifies it complies with the Americans with Disabilities Act of 1990 (42 U.S.C.

section 12101, et seq.).

9. EXECUTIVE ORDER N-6-22 – RUSSIA 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.

10. CONTRACTOR’S COMPLIANCE WITH CDTFA REQUIREMENTS

By entering into this Agreement, Contractor agrees to adhere to all the CDTFA rules, policies and procedures and workplace safety measures at all times, as applicable herein. CDTFA’s rules, policies, and procedures may include the following requirements with which Contractor and its providers shall comply:

A. Background investigations, fingerprinting.

B. Administrative and related service provided policies and procedures.

C. The Centers for Disease Control and Prevention (CDC) guidelines for infection control.

D. Personal safety relating to fire, electrical hazards, disaster preparedness, hazardous material, equipment safety and management.

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11. GENERATIVE ARTIFICIAL INTELLIGENCE

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.

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.

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.

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.

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COMMERCIALLY USEFUL FUNCTION (CUF)

VERIFICATION FORM

All bidders must complete the CUF Verification Form and include it with the bid response.

This form must be completed and returned in order for the bid to be considered responsive if any of the following are involved:

• Certified SB/DVBE prime contractors who are not the direct manufacturer of the contracted goods or direct provider of contracted services and not using subcontractors

• Certified SB/DVBE prime contractors using any subcontractors

• Certified SB/DVBE subcontractors

Military and Veterans Code Section 999 and Government Code Section 14837 establish that a certified SB or DVBE must perform a "commercially useful function (CUF)". CUF is defined as a business that meets ALL of the following four requirements:

If the answer to any of the questions listed above is "No", the certified vendor in question is not performing a

CUF and will not be considered for the proposed contract "as is".

Please sign and return this form as required by the solicitation.

Vendor Name:

Certified vendor is responsible for the execution of a distinct element of the work of the proposed contract?

Certified vendor carries out its obligation by actually performing, managing, or supervising the work involved?

Certified vendor performs work that is normal for its business services, and function?

Certified vendor is not further subcontracting a portion of the work that is greater than that expected to be subcontracted by normal industry practices?

Yes No

Yes No

Yes No

Yes No