State Controller’s Office RFQ-ITS Number EDIS90726 Exhibit A

SCOPE OF WORK

A. Description of Services

The Contractor shall provide on-site preventive maintenance, on-call repair services, and software maintenance for the listed Quadient mailing equipment and software located at State Controller's Office (SCO) Disbursements, 3301 C Street, Room 770A, Sacramento, CA 95816.

Agreement Term

The term of this agreement will be for one year, with the option to amend to add/delete equipment as deemed necessary by SCO, and execute an optional one-year extension. The rates in Exhibit B, Attachment 1, Cost Worksheet will not increase as a result of any amendment to this agreement. SCO may terminate this agreement by giving a 30-day written notice to the Contractor.

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

Agreement Amount

The Contractor and SCO Contract Manager identified in Exhibit A, Section E.2. are responsible for monitoring the Agreement cost to ensure it does not exceed the maximum amount of the Agreement.

B. Contractor Responsibilities

The Contractor shall:

1. Maintain a technical support telephone line available during SCO normal business hours, defined as

8:00 a.m. to 5:00 p.m. Pacific Time (PT) Monday through Friday excluding State holidays. State observed holidays may be found at http://www.calhr.ca.gov/employees/pages/state-holidays.aspx.

2. Provide on-call services as a result of an equipment stoppage or malfunction during SCO normal business hours. Contractor shall be on site within two-hours from the initial call for service due to an equipment stoppage or malfunction.

3. Provide SCO with the most recent revision of the operator’s manual (the “Update”) as it becomes available by either hard copy or electronic media, via email, USB drive, or other acceptable digital format.

4. Ensure technicians comply with all applicable SCO policies and procedures.

5. Software Maintenance and Support

a. Telephone and Email Assistance shall provide SCO staff to:

Equipment/Model Serial Number Quadient DS1200 Q4i Folder Inserter XBC5217 Quadient DS1200 Q4i Folder Inserter XBC5221 Quadient AIMS500 Software

Quadient AIMS500 Software

1) Call the Contractor for general assistance with software.

2) Obtain answers to specific software questions.

3) Receive aid in diagnosing suspected software problems.

6. Remote Diagnostic Service

a. Any remote diagnostic (RD) ancillary equipment and/or software and/or software furnished by the

Contractor shall remain the property of the Contractor.

b. Remove and/or disable the RD at any time after the SCO Contract Manager provides a written notice of discontinuance.

7. Software Maintenance Releases

a. Software fixes or patches that are otherwise not separately marketed or priced (the “Maintenance

Releases”).

b. If a maintenance includes new functionality that requires a fee, the Contractor must obtain prior approval from the SCO Contract Manager identified in Exhibit A, Section E.2., before implementing the release.

8. Preventive Maintenance and Non-Emergency On-Call Services

a. Provide on-site preventive maintenance services during SCO normal business hours.

b. Coordinate the scheduling of preventive maintenance as prescribed by manufacturer for continued warranty coverage with SCO contact listed in Exhibit A, Section E. Contacts, 1., with scheduling to be determined on a case-by-case basis between the service technician and SCO.

c. Preventive maintenance shall be based on the needs of the individual equipment and model as determined by the manufacturer. This shall include, but not to be limited to:

1) Cleaning

2) Lubrication

3) Adjustments, as necessary

4) Replacement of unserviceable parts

d. Provide factory-trained service technicians only to perform preventive maintenance for the specific equipment listed in this agreement.

e. Maintain an inventory of frequently replaced parts, such as belts and gears, on site at the location determined by the SCO contact listed in Exhibit A, Section E Contacts, 1.

f. Upon completion of preventive maintenance services, the Contractor shall provide a complete report of the work performed and recommendations for any future work needed to ensure continued operating efficiency.

9. After-Hours On-Call Services

a. SCO may require on-call services outside SCO normal business hours Monday through Friday from 5 p.m. to 9 p.m. and weekends from 8 a.m. to 4 p.m. PT.

During after-hours on-call repair services hours, should the need for service arise, SCO will contact the technician, who shall remotely troubleshoot and attempt to resolve the issue over the phone. If the technician determines that an on-site service is required, they shall arrive within two hours of the request. On-site visits will be billed at the rate in Exhibit B, Attachment 1, Cost Worksheet.

10. Repairs and Replacement Parts

a. All repairs, adjustments, and maintenance shall be compliant with the Original Equipment Manufacturer (OEM) specifications and must adhere to their safety requirements, unless prior authorization is obtained in writing by the SCO contact listed in Exhibit A, Section E.2.

b. Neither the Contractor nor SCO will remove or bypass any safety devices in order to facilitate normal operation of equipment. Temporary removal of covers or guards for routine repair services may be done by the Contractor while Contractor staff is present at the equipment and performing diagnostic and repair services.

c. All repairs performed by the Contractor shall adhere to manufacturer’s safety requirements. The

Contractor may not remove or bypass any safety devices in order to facilitate repair and operation of equipment.

d. Parts shall be replaced, if/when deemed necessary by the Contractor, with new, good quality original manufacturer parts (e.g., standard belts, light bulbs, bearings). Such parts shall be replaced (labor and installation included) at no additional cost to SCO, with the exception of parts damaged by carelessness, misuse, or improper handling by SCO.

e. Damaged or defective parts that are removed become the property of the Contractor upon inspection and approval by SCO.

f. The Contractor must have the ability to produce or procure all parts necessary to keep the equipment operational for the duration of this contract.

g. The Contractor agrees to use commercially reasonable efforts to maintain an on-site inventory at SCO of consumables and commonly replaced parts and shall reorder such items as necessary to ensure that they do not become depleted. If the Contractor must order any replacement parts that are not available on-site, the Contractor shall use overnight delivery and provide the tracking number and estimated time of arrival to the SCO contact in Exhibit A, Section E.1., or their designee.

h. The Contractor shall perform all services promptly, with diligence, and in a competent and professional manner in accordance with the description of services in the Agreement and to SCO satisfaction.

C. Staff Changes

1. Staff Replacement/Substitution

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

b. The replacement/substitute staff must meet all requirements as stated in this RFQ-ITS and must be approved by SCO in writing prior to starting work.

c. When an unplanned, early staff or subcontractor departure from the Agreement is unavoidable, the Contractor shall immediately notify SCO and document the activities and timelines to transition and train new or reassigned replacement staff. Reference Section C.2, Staff Change Procedures for additional information.

2. Staff Change Procedures

a. The Contractor must obtain written approval from SCO prior to making key staff changes.

b. SCO reserves the right to approve or deny all of the Contractor’s proposed replacement staff designated to fill any of the key staff roles.

c. Contractor shall provide a replacement staff within seven business days that meet or exceeds the requirements as identified in this RFQ-ITS. The Contractor shall provide the replacement staff’s résumé, references and related documents (i.e., certifications, degrees, etc.) to SCO.

d. Within 14 business days of SCO receiving the replacement staff’s résumé, references and related documents (i.e., certifications, degree, etc.) SCO will review and provide written approval or objection of the Contractor’s proposed personnel change.

e. SCO reserves the right to request a statement from the staff who is being replaced to confirm the reason for replacement.

f. SCO shall not compensate the Contractor for any time or effort required to prepare new staff member(s) for work on the project. In addition, the Contractor must recover and return any State issued identification card(s) or equipment provided to the Contractor’s employee(s) upon their departure or termination.

3. Replacement/Substitute Staff Rejection

a. If SCO rejects the proposed replacement/substitute staff, within ten (10) business days, the

Contractor shall provide SCO with another viable staff that meet the requirements and that have equivalent knowledge, skill set and experience of the staff member previously approved for the vacated position.

b. If a qualified replacement is not identified within ten (10) business days of rejection, the Contractor shall be in material breach of the Agreement unless the Contractor submits a written request for an extension and SCO provides written approval before the deadline.

4. Subcontractors

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

b. Subcontractors identified in Contractor’s Bid shall be deemed to have prior written permission.

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

d. SCO reserves the right to reject or refuse admission to any Contractor or subcontractor staff whose workmanship, in the reasonable judgement of SCO, is deemed substandard.

e. In no event shall the existence of a subcontractor operate to release or reduce the liability of the Contractor to SCO for any breach in the performance of the Contractor’s duties.

f. In connection with a request to SCO to approve a subcontractor, the Contractor shall provide a copy of the Subcontractor’s Certificate of Good Standing issued by the California Secretary of State

(SOS).

g. Subcontractors permitted by SCO shall be subject to the applicable requirements of this Contract.

h. Contractor agrees that any subcontract(s) resulting from its performance under the applicable terms and conditions of this contract shall include a provision that the Subcontractor shall abide by the applicable terms and conditions hereof.

i. No subcontractor shall terminate the legal responsibilities of the Contractor for overall performance under the Agreement.

j. Any contract between the Contractor and its subcontractors shall require the Subcontractors to adhere to the same performance standards and other standards required of the Contractor as applicable to the Subcontractor’s service.

k. Complete and submit a Prime Contractor’s Certification - DVBE Subcontractor Report (STD 817) to

SCO within 60 days of expiration of the Agreement if the Contractor has a certified Disabled Veteran Business Enterprise (DVBE) perform an element of work for the Agreement.

l. The Contractor shall satisfy their Small Business (SB) Participation commitment as identified on the

Bidders Declaration (Written) submitted with the Bid response. Exhibit A, Attachment 1, Prime Contractor Certification – SB Subcontractor Report shall be submitted to the SCO Contact Manager identified in Section E.2. Contacts on January 31st and July 31st of each calendar year during the term of the Agreement.

5. Subcontractor Changes

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

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

c. All replacement subcontractor(s) shall meet minimum requirements of the RRQ-ITS and the resulting Contract.

d. For Disabled Veteran Business Enterprise (DVBE) subcontractor changes, the Contractor shall use another DVBE subcontractor.

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

D. SCO Responsibilities

SCO shall:

1. Provide the Contractor with an adequate workspace for use by the technician(s) while on-site, including access to a telephone line and an internet connection through guest access.

2. Provide the Contractor with at least one business day’s prior notice if any scheduled preventive maintenance must be rescheduled.

3. Escort the Contractor’s technicians at all times while services are performed.

4. Reserve the right to:

a. Require, upon expiration or termination of the Agreement, that any parts installed by the Contractor that were not manufactured by the original manufacturer be replaced with OEM-produced parts at no additional cost to SCO.

b. Require that any adjustments made by the Contractor that deviate from the manufacturer’s specifications be restored to the manufacturer’s specifications at no additional cost to SCO.

c. Prohibit any Contractor employee from accessing or performing work at the SCO worksite.

5. Properly maintaining operating manuals.

6. Be solely responsible for integrating software maintenance releases into SCO’s equipment and software environment.

7. Protect the Contractor’s equipment in a secure area, to the best of its ability, against theft, physical damage by SCO personnel, and reasonable protection against natural elements.

8. Be responsible for any charges for phone line installation or monthly usage charges associated with telephone or email assistance.

E. Contacts

1. Direct all service/dispatch inquiries to SCO Program Contact:

Disbursements Bureau Contractor

Name: Name:

Address: Address:

Phone: Phone:

Email Email:

2. Direct all Contract Management inquiries to:

Disbursements Bureau Contractor

Name: Name:

Address: Address:

Phone Phone:

Email: Email:

3. Direct agreement inquiries to:

Contracts and Procurement Office Contractor

Name: Name:

Address: Address:

Phone Phone:

Email: Email:

4. Contacts may be changed upon written notification without an agreement amendment.

Report Field Report Field Description Responsible Party

Reporting Period

Identifies the current 6-month reporting period that will be either July - December (due by January 31) or January - June (due by July 31) Prime Contractor

Prime Contractor Information Name Full Legal Name Prime Contractor

Agreement Numbe1 Executed agreement number SCO Contracts & Procurement Office Agreement Amount Total agreement amount for the agreement term SCO Contracts & Procurement Office Amount Invoiced During Current 6-Month Reporting Period

Dollar amount invoiced during the current reporting period. Prime Contractor

Amount Invoiced During Contract Term

Cumulative dollar amount invoiced by the Prime Contractor during the agreement term Prime Contractor

List of CA certified SB

A) SB Subcontractor's Name

DGS certified SB identified on the Bidder Declaration submitted with the bid response and/or approved by SCO during the term of the Agreement SCO Contracts & Procurement Office

B) SB Certification Number DGS assigned SB certification number SCO Contracts & Procurement Office

C) Commitment Percentage

Percentage commitment to the SB for the agreement term as identified on the Bidder Declaration submitted with the bid response and/or approved by SCO during the term of the Agreement SCO Contracts & Procurement Office

D) Commitment Amount

Dollar amount spend committed to the SB for the agreement term SCO Contracts & Procurement Office

E) Amount Paid to SB During Current 6-Month Reporting Period Amount paid to SB during the current reporting period Prime Contractor

F) Percentage Paid to SB during Current 6-Month Reporting Period

Percentage of agreement spend paid to the SB during the current reporting period

Auto-Calculates based on the Prime Contractor's total amount invoiced during the reporting period.

G) Total Paid to SB During Agreement Term

Cumulative amount paid to SB for all reporting periods during the agreement term Prime Contractor

H) Percentage Paid to SB During Agreement Term

Total percentage of agreement spend paid to the SB during the agreement term

Auto-Calculates based on the Prime Contractor's total amount invoiced during the Agreement term.

I) Variance Actual % vs. Commitment %

Comparison of the percentage of agreement spend committed to with the actual spend Auto-Calculates

J) Comments/Explanations

Section for Contractor to provide any clarifying or important information Prime Contractor

Prime Contractor Contract Manager Print Name

Name of the Contractor representative authorized to submit the report Prime Contractor

Title

Title of the Contractor representative authorized to submit the report Prime Contractor

Date

Date the Prime Contractor representative signs the report. Prime Contractor

Signature

Signature of the Prime Contractor representative authorized to submit the report Prime Contractor

Instructions on how to complete Exhibit A, Attachment 1

State Controller's Office RFQ ITS Number EDIS90726 Exhibit A, Attachment 1

State Controller's Office RFQ ITS Number EDIS90726

Exhibit A, Attachment 1

Begin through End

(B)

SB

Certification Number

(C) Commitment

Percentage

(D) Commitment

Amount

(I) Variance

Comitment Percentage vs.

Actual Percentage

1 -$ #DIV/0!

2 #DIV/0!

3 #DIV/0!

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7 #DIV/0!

8 #DIV/0!

9 #DIV/0!

10 #DIV/0!

11 #DIV/0!

12 #DIV/0!

13 #DIV/0!

14 -$

Amount Invoiced During Contract

Term

Agreement Payment Information

Name

Reporting Period

Prime Contractor Information

Payment Information

State Controller's Office

Grand Total #DIV/0!

List all California certified Small Business (SB) firms performing services as a subcontractor for this agreement.

#DIV/0!-$

#DIV/0!

(G) Total Paid to SB

During Agreement Term

(E) Amount Paid to SB During Current 6- Month Reporting

Period

(H) Percentage Paid to SB

During Agreement

Term

(A) SB Subcontractor(s) Name

SB Information Commitment Information

Signature:

Prime Contractor Contract Manager Print Name:

Title:

(J) Comments/Explanations

Attach copies of this page for additional lines I certify under penalty of perjury under the laws of the State of California that all information submitted is true and correct.

Date Signed:

(F) Percentage Paid to

SB During Current 6- Month Reporting

Period

Agreement Amount Invoiced During Current 6- Month Reporting

Period

Number

Amount

-$ #DIV/0!

Prime Contractor's Certification - Small Business Subcontractor Report

Report Field Report Field Description Responsible Party

Reporting Period

Identifies the current 6-month reporting period that will be either July - December (due by January 31) or January - June (due by July 31) Prime Contractor

Prime Contractor Information Name Full legal name Prime Contractor Agreement Number Executed agreement number SCO Contracts & Procurement Office Agreement Amount Total agreement amount for the agreement term SCO Contracts & Procurement Office Amount Invoiced During Current 6-Month Reporting Period

Dollar amount invoiced during the current reporting period. Prime Contractor

Amount Invoiced During Contract Term

Cumulative dollar amount invoiced by the Prime Contractor during the agreement term Prime Contractor

List of CA certified SB

A) SB Subcontractor's Name

DGS certified SB identified on the Bidder Declaration submitted with the bid response and/or approved by SCO during the term of the Agreement SCO Contracts & Procurement Office

B) SB Certification Number DGS assigned SB certification number SCO Contracts & Procurement Office

C) Deliverable Number Refer to Exhibit A. Scope of Work for the specific deliverable number. Prime Contractor

D) Work Performed Include the distinct element of work performed for the specific deliverable identified in Box C. Prime Contractor

E) Commitment Percentage

Percentage commitment to the SB for the agreement term as identified on the Bidder Declaration submitted with the bid response and/or approved by SCO during the term of the Agreement SCO Contracts & Procurement Office

F) Commitment Amount Dollar amount spend committed to the SB for the agreement term SCO Contracts & Procurement Office

G) Amount Paid to SB During Current 6-Month Reporting Period Amount paid to SB during the current reporting period Prime Contractor

H) Percentage Paid to SB during Current 6-Month Reporting Period

Percentage of agreement spend paid to the SB during the current reporting period

Auto-Calculates based on the Prime Contractor's total amount invoiced during the reporting period.

I) Total Paid to SB During Agreement Term Cumulative amount paid to SB for all reporting periods during the agreement term Prime Contractor

J) Percentage Paid to SB During Agreement Term

Total percentage of agreement spend paid to the SB during the agreement term

Auto-Calculates based on the Prime Contractor's total amount invoiced during the Agreement term.

K) Variance Actual % vs. Commitment % Comparison of the percentage of agreement spend committed to with the actual spend Auto-Calculates

L) Comments/Explanations Section for Contractor to provide any clarifying or important information Prime Contractor

Prime Contractor Contract Manager Print Name Name of the Contractor representative authorized to submit the report Prime Contractor

Title Title of the Contractor representative authorized to submit the report Prime Contractor

Date Date the Prime Contractor representative signs the report. Prime Contractor

Signature Signature of the Prime Contractor representative authorized to submit the report Prime Contractor

Instructions on how to complete Exhibit A, Attachment 1

State Controller's Office RFQ ITS Number EDIS90726

Exhibit A, Attachment 1

State Controller's Office RFQ ITS Number EDIS90726 Exhibit A, Attachment 1

Begin through End

(B)

SB

Certification Number

(C) Deliverable

Number

(D) Work Performed

(E) Commitment

Percentage

(F) Commitment

Amount

(K) Variance

Comitment Percentage vs.

Actual

Percentage

1 -$ #DIV/0!

2 #DIV/0!

3 #DIV/0!

4 #DIV/0!

5 #DIV/0!

6 #DIV/0!

7 #DIV/0!

8 #DIV/0!

9 #DIV/0!

10 #DIV/0!

11 #DIV/0!

12 #DIV/0!

13 #DIV/0!

14 -$

Date Signed:

Title:

Signature:

Deliverable Information

Attach copies of this page for additional lines I certify under penalty of perjury under the laws of the State of California that all information submitted is true and correct.

Prime Contractor Contract Manager Print Name:

Grand Total -$ #DIV/0! -$ #DIV/0!

(L)

Comments/Explanations

-$ #DIV/0! #DIV/0!

List all California certified Small Business (SB) firms performing services as a subcontractor for this agreement.

SB Information Commitment Information Payment Information

Name Number

(A) SB Subcontractor(s) Name

(G) Amount Paid to SB During Current 6- Month Reporting

Period

(H) Percentage Paid to

SB During Current 6- Month Reporting

Period

(I) Total Paid to SB

During Agreement Term

(J) Percentage Paid to SB

During Agreement

Term

Amount Invoiced During Current 6-Month Reporting Period

Amount Invoiced During Contract

Term

State Controller's Office Prime Contractor's Certification - Small Business Subcontractor Report

Reporting Period

Prime Contractor Information

Amount

Agreement Agreement Payment Information

Exhibit B

BUDGET DETAIL AND PAYMENT PROVISIONS

A. Invoicing and Payment

1. For services satisfactorily rendered, and upon receipt and approval of the invoices, SCO agrees to compensate the Contractor for actual expenditures incurred in accordance with the rates specified in Exhibit B, Attachment 1, Cost Worksheet.

2. Invoices shall be submitted on the Contractor’s letterhead, not more often than monthly in arrears, and at a minimum, must include:

The Agreement Number CDIS90726 Dates of Service(s) Description of Service(s) Provided

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

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

State Controller's Office Departmental Accounting Office

P.O. Box 942850 Sacramento, CA 94250-5877

Invoice inquiries: ADMAP@sco.ca.gov

B. 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, SCO shall have no liability to pay any funds whatsoever to the Contractor or to furnish any other considerations under this agreement and the 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, SCO shall have the option to either cancel this agreement with no liability occurring to SCO or offer an agreement amendment to the Contractor to reflect the reduced amount.

C. Prompt Payment Clause

Payment will be made in accordance with, and within the time specified in, Government Code Chapter 4.5, commencing with Section 927.

D. Disabled Veterans Business Enterprise Subcontractor Authorization to Withhold $10,000

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

Exhibit C

COST WORKSHEET

To be inserted after award.

Exhibit C

INFORMATION TECHNOLOGY GENERAL PROVISIONS NON-CLOUD GOODS & SERVICES

DGS PD 403-ITGP NON-CLOUD (REVISED 02/20/2025)

Exhibit C,– Information Technology General Provisions Non-Cloud Goods & Services DGS PD-ITGP Non- Cloud (Revised 02/20/2025) may be viewed at internet site: https://www.dgs.ca.gov/- /media/Divisions/PD/Acquisitions/Solicitation-Document-Attachments/IT-General-Provisions-NonCloud-DGS- PD-403ITGP-Revised-02202025.pdf

Information Technology General Provisions Non-Cloud Goods & Services DGS PD-ITGP Non-Cloud (Revised 02/20/2025) shall be incorporated by reference only and made part of the Agreement as if attached hereto.

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

Exhibit D

SPECIAL TERMS AND CONDITIONS

A. Insurance Requirements

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

1. Commercial General Liability Insurance – The Contractor shall maintain general liability on an occurrence form with limits not less than $1 million per occurrence for bodily injury and property damage liability combined with a $2 million annual policy aggregate. The policy shall include coverage for liabilities arising out of premises, operations, independent contractors, products, completed operations, personal and advertising injury, and liability assumed under an insured agreement. This insurance shall apply separately to each insured against whom claim is made, or suit is brought subject to the Contractor's limit of liability. The policy shall include the State of California, its officers, agents, employees, Adval Properties dba AKT Properties, as additional insured’s. The additional insured endorsement must be provided.

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

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

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

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

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

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

3. Policy Cancellation or Termination & Notice of Non-Renewal – The Contractor is responsible to notify the State within five business days of any cancellation, non-renewal, or material change that affects required insurance coverage. Certificates of insurance are subject to the approval of the Department of General Services (DGS) and the Contractor agrees no work or services will be performed prior to obtaining such approval. In the event the Contractor fails to keep in effect at all times the specified insurance coverage, the State may, in addition to any other remedies it may have, terminate this agreement upon the occurrence of such event, subject to the provisions of this agreement.

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

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

6. Insurance Carrier Required Rating – All insurance companies must carry an AM Best rating of at least “A-“ with a financial category rating of no lower than VII. If the Contractor is self-insured for a portion or all of its insurance, review of financial information including a letter of credit may be required.

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

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

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

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

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

B. Licenses and Permits

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

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

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

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

C. Excise Tax

The State of California is exempt from federal excise taxes, and no payment will be made for any taxes levied on employees' wages. The State will pay for any applicable State of California or local sales or use taxes on the services rendered or equipment or parts supplied pursuant to this agreement. California may pay any applicable sales and use tax imposed by another state.

D. Potential Subcontractors

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

E. Prohibition of Tax Delinquents from Contracting

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

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

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

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

F. Civil Rights Certifications

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

G. Background Checks

1. During the term of the Agreement, the Contractor must notify SCO immediately upon becoming aware of any of their staff being arrested or convicted of a criminal violation not previously documented as part of the initial background check. The Contractor shall, at the request of SCO, immediately remove the relevant person(s) from conducting duties related to the Agreement at no cost to SCO. Failure to replace person(s) promptly is grounds for termination, if necessary, pursuant to Section 7 of the General Terms and Conditions (GTC 04/2017), Termination for Cause. Any additional or replacement staff added to the Agreement will be subject to the same terms.

2. The Contactor shall bear the risk and potential penalties of delays resulting from the removal of their staff. If the Contractor fails to notify SCO, SCO has the right to terminate the Agreement for cause.

Exhibit E

INFORMATION TECHNOLOGY, DATA, AND SECURITY PROVISIONS

Unless otherwise specified in Exhibit A (Scope of Work), the following provisions shall apply whenever the Contractor has access to data owned by the State Controller’s Office (SCO) or data for which SCO serves as custodian.

A. SCO Data and Resource Ownership

1. All data, resources and materials provided by SCO shall remain the sole and exclusive property of

SCO, including all applicable rights to patents, copyrights, trademarks, trade secrets or other proprietary property rights. Additionally, all rights, titles and interest in and to any data and materials relating to SCO business will remain the property of SCO whether or not supplied to Contractor.

Nothing in this agreement shall be construed as conveying any rights or interest in the data, resource or material to Contractor. Contractor shall not utilize, retain, or transfer SCO Data, resources or materials to any individual or entity without the express written permission of SCO. Upon termination of this agreement, the Contractor agrees to provide the data or material to SCO, or, at SCO request, confirm in writing that said data or material in all formats in the Contractor’s (and the Contractor’s employees, agents, and subcontractors) custody, has been destroyed in compliance with NIST SP 800-88 and the terms of this agreement.

2. Upon full and final payment to Contractor of fees owed under the Agreement, Contractor (i) assigns to SCO, all right, title and interest in and to the deliverables except to the extent any Contractor Property is contained therein, and (ii) grants SCO a royalty-free, non-exclusive, non-transferable, non-sublicensable perpetual license, to use such Contractor Property solely in connection with SCO’s use of the deliverables. Contractor Property shall mean all intellectual property, technology, know-how, methodologies, works of authorship, and other materials pre-existing the Agreement or created, acquired, or licensed separately from the Agreement, or created in performance of the Agreement which are not specific to SCO, including any modifications, enhancements, improvements, or derivative works. Notwithstanding anything herein that may be construed to the contrary, SCO agrees that nothing in this Agreement prevents Contractor from using residual knowledge, which includes generalized knowledge, experience, know-how, or any of the ideas, concepts, methodologies, tools or techniques derived from or discovered during the provision of the services performed under the Contract. Contractor shall have the right to retain for its files copies of all information necessary to comply with its contractual obligations and applicable professional standards.

3. SCO gives Contractor the right to use SCO’s logo solely for presentations or reports to SCO or for internal Contractor presentations and intranet sites.

B. Access Control

1. All individuals accessing, processing, or manipulating SCO Data shall use either a Contractor-managed device that meets the security requirements of this Agreement or an SCO-managed device that meets SCO security standards and configuration requirements. Such devices include, but are not limited to, laptops, desktops, mobile devices, and any other computing equipment provided by SCO for business purposes. Contractor personnel may access SCO Data only while physically located within the continental United States, unless prior written approval is obtained from the SCO Contract Owner, SCO Chief Information Officer (CIO), and SCO Chief Information Security Officer (CISO).

2. In exceptional circumstances where the use of a non-SCO managed device is utilized to interact with SCO Data without direct interaction with the SCO environment, the Contractor must adhere to additional security requirements as defined by SCO in this agreement. Additional Security Requirements are:

a. Data that belongs to SCO and

b. SCO Security Policy applies to the system in use

3. The Contractor must ensure the continuous logging, monitoring, and auditing of SCO Data in the Contractor environment.

4. The Contractor (and the Contractor’s agents or subcontractors) shall allow SCO access to relevant and available security logs, latency statistics, and other related security data that affect this agreement and SCO Data and resources, at no cost to SCO.

C. Data Classification and Handling

1. All data categorized as anything other than “public” by SCO 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 specified in this agreement.

2. The Contractor shall not be required to keep SCO Data confidential whether it is or becomes publicly available, is already rightfully in Contractor’s possession, is independently developed by Contractor outside the scope of this agreement or is rightfully obtained from third parties.

3. The Contractor receiving SCO Data agrees that the data obtained will be kept in the strictest confidence in accordance with the terms of this agreement. The Contractor receiving SCO Data recognizes it’s their responsibility to protect the confidentiality of the data in their custody as provided by law and ensure that such data is disclosed only to those individuals and for such purposes as are authorized by law and this agreement.

4. The Contractor employees, agents, and subcontractors who may have access to SCO Data will be required to have on file annually a signed confidentiality statement, approved by SCO, attesting to the fact that he/she is aware of the data categorization and the penalties for unauthorized disclosure thereof under applicable state and federal law.

5. The Contractor receiving SCO Data shall take all governmental regulations and industry acceptable measures to ensure the integrity of the SCO Data. This includes implementing appropriate security controls as required by industry standards and governmental regulations, such as encryption, data validation, and monitoring, to prevent unauthorized modification or tampering of the data.

6. The Contractor receiving SCO Data shall implement a Role-Based Access Control (RBAC) methods that identify the access rights and permissions for staff members based on their designated roles and responsibilities.

7. The Contractor shall adhere to the principle of least privilege, which means that staff members shall only be granted access privileges necessary to fulfill their job requirements.

8. The Contractor shall maintain an Access Control List (ACL) that outlines the authorized users with privileges to access SCO-specific systems, networks, or data. The ACL shall be regularly reviewed, updated, and documented to ensure accuracy and adherence to RBAC and the principle of least privilege.

9. The Contractor shall implement Separation of Duties (SoD) to prevent any single individual from having excessive control over sensitive SCO Data. SoD ensures that different tasks and responsibilities related to the handling of SCO Data are assigned to the proper individuals.

10. The Contractor shall maintain a collaborative Data Control Log (DCL) as a part of their data control and transparency measures. The DCL should comprehensively capture crucial details prior to the transfer of SCO Data to the third-party environment. These details include the document name, third-party business justification, third-party storage location, and users being granted access (must be on the

ACL).

11. The Contractor shall be required to log all interactions with SCO Data in the third-party environment.

The logging mechanism should capture relevant details such as the date, time, user ID, activity performed, and the SCO Data accessed or modified.

12. The Contractor shall regularly monitor and review the logs of interactions with SCO Data to ensure compliance with the agreed-upon access controls and to detect any unauthorized or suspicious activities. These logs should be available for auditing purposes, enabling SCO to verify compliance with the agreed-upon requirements and to investigate any potential security incidents or breaches.

13. The Contractor shall maintain records and documentation of their implementation of the agreed-upon requirements. These records should be made available to SCO upon request as proof of compliance and adherence to the agreed-upon requirements.

D. Confidentiality of SCO Data

1. All financial, statistical, personal, technical, and other data and materials relating to SCO operations, which are designated confidential or sensitive by SCO 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 specified in this agreement.

2. The Contractor shall not, however, be required to keep confidential data or materials which are or become publicly available, are already rightfully in the Contractor’s possession, are independently developed by the Contractor outside the scope of this agreement or are rightfully obtained from third parties.

3. The Contractor receiving SCO Data agrees that the data obtained will be kept in the strictest confidence and shall make data available to its own employees, agents, and subcontractors only on a “need to know” basis. The “need to know” standard is met by authorized employees who need the data to perform their official duties in connection with the uses of the data authorized by this agreement.

4. The Contractor receiving SCO Data recognizes its/their responsibility to protect the confidentiality of the data in its/their custody as provided by law and ensure that such data is disclosed only to those individuals and for such purposes as are authorized by law and this agreement.

5. The Contractor employees, agents, and subcontractors who may have access to SCO confidential or sensitive data will be required to have on file annually a signed confidentiality statement, approved by SCO, attesting to the fact that he/she is aware of the confidential or sensitive data and the penalties for unauthorized disclosure thereof under applicable state and federal law.

E. Data Storage, Transmission, Security Procedures, and Practices

Contractor's data storage, transmission, security procedures and practices are subject to audit by SCO to ensure compliance with this agreement, NIST standards, and applicable California state laws.

F. Location of SCO Data

1. Unless otherwise stated in the Statement of Work and approved in advance by SCO, the physical location of SCO Data retained or stored by the Contractor (and contractor’s employees, agents, and subcontractors) shall be within the continental United States.

2. Contractor grants the SCO and its designees the right to audit and confirm compliance with data location restrictions, including on-site inspections of relevant facilities and systems utilizing SCO’s Data as reasonably required. Violations of the data location provisions shall be grounds for immediate termination of this agreement.

G. Information Security

1. In addition to the Compliance with the Statutes and Regulations provision set forth in the General Provisions, the Contractor (and the Contractor’s agents or subcontractors) shall confirm to SCO:

a. The sufficiency of its security standards, tools, technologies and procedures under this agreement.

b. Compliance with the following:

1) The California Information Practices Act (Civil Code Sections 1798 et seq.).

2) Compliance with the moderate security impact level privacy and security control guidelines specified in the National Institute of Standards and Technology (NIST) Special Publication (SP) 800-53 (Rev.5).

3) Privacy provisions of the Federal Privacy Act of 1974.

4) Federal Information Processing Standards Publication Standards for Security Categorization of

Federal Information and Information Systems (FIPS 199).

5) Federal Information Processing Standards Publication Standards Minimum Security Requirements for Federal Information and Information Systems (FIPS 200).

2. The Contractor (and the Contractor’s agents or subcontractors) shall implement and maintain all appropriate administrative, physical, technical, and procedural safeguards in accordance with section a.

above at all times during the term of this agreement that are designed to secure such data from data breach, protect the data and resources from hacks, introduction of viruses, disabling devices, malware and other forms of malicious or inadvertent acts that can disrupt SCO Data and resources.

3. The Contractor (and the Contractor’s agents or subcontractors) shall allow SCO reasonable access to security logs, latency statistics, and other related security data that affect this agreement and SCO Data and resources, at no cost to SCO.

4. The Contractor (and the Contractor’s agents or subcontractors) assumes responsibility for the security…