EDIS91124_Exhibits.pdf

State Controller's Office IFB Number EDIS91124

Exhibit A

SCOPE OF WORK

A. Description of Services

Contractor shall provide the State Controller’s Office (SCO) with printing and delivery services, agreement management, and project coordination for the following custom printed warrants, including test warrants.

Warrant Type Description

01–03 Series Payroll

10–14 Series CalSTRS/CalPERS

60–69 Series General Disbursement with Explanation of Benefits (EOB)

70–79 Series In-Home Supportive Services (IHSS)

Refer to Exhibit A, Scope of Work, Attachment 1 – 4 for descriptions, quantities, and specifications for each warrant series.

B. Agreement Term

The term of this agreement will be for a period of one year with the options to amend to add funds and the number of services as deemed necessary by the SCO. The rates on Exhibit B, Attachment 1, Cost Worksheet will not increase as a result of any amendment to this agreement. This agreement may be terminated by the SCO with 30 days’ written notice to the Contractor.

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

Agreement Amount

The Contractor and the SCO Contract Manager listed in Section E, Contacts, Item 1 are responsible for monitoring the Agreement cost to ensure it does not exceed the maximum amount of the Agreement without an executed amendment.

C. Contractor Responsibilities

The Contractor shall:

1. Proofs and Overlays

a. Provide two proofs and one transparent overlay of each warrant type per Section 6. Delivery

Schedule and in adherence to all form printing specifications detailed in Exhibit A, Scope of Work, Attachment 1 – 4.

b. If corrections are needed, deliver two modified proofs and one modified transparent overlay of each warrant type within two days of receipt of the SCO written response.

2. Testing

a. Deliver test warrants in accordance with Section 6. Delivery Schedule, upon written approval of each warrant type proofs and transparent overlay.

3. Packaging and Palletizing

a. Ensure that each shipment meets the packaging/palletizing specifications in Exhibit A, Scope of Work, Attachment 1 – 4.

b. The DGS Transit Warehouse receiving clerk will not accept shipments that deviate from the packaging/palletizing specifications in Exhibit A, Scope of Work, Attachment 1 – 4.

4. Secured Transport

a. All orders must be shipped directly from the printing facility to the Department of General Services

(DGS) Transit Warehouse in a closed and securely locked and sealed vehicle.

b. A lock and numbered seal, provided by Contractor, must be placed on the truck’s loading door and remain locked and sealed while in transit.

5. Deliveries

a. Deliveries shall be timely and yield the order volumes as specified in Exhibit A, Scope of Work, Attachment 1 – 4 and Section 6. Delivery Schedule.

b. Deviations from this schedule must be approved in writing by SCO.

c. Deliveries can be made on a flow basis but no later than the ‘Deliver by Date’ in Section 6. Delivery Schedule and must be delivered between the hours of 8:00 a.m. and 5:00 p.m. Pacific Standard Time (PST), Monday through Friday, to:

C/O DGS Transit Warehouse 1700 W. National Drive Sacramento, CA 95834

d. The Contractor must contact the DGS Transit Warehouse Intake Coordinator at (916) 928-

5839 five business days prior to the delivery date to schedule a delivery appointment.

6. Delivery Schedule

a. Warrant shipments must be received no later than the ‘Deliver by Date’ listed below or as approved in writing by the SCO Contact in Section E. Contacts, Item 1.

Deliver By Date

Warrant Description

Quantity Warrant Range

7 days following execution of agreement

Proofs and Overlays

2 Proofs, 1 Transparent Overlay for each warrant series xx-xxxxxx

14 days following approval of proofs/overlays

Test Warrants 5,000 two-up forms (10,000 warrant numbers) for each warrant series xx-xxxxxx

10/15/24 10-14 Series 422,400 two-up forms

Section 1:

10-653001 through 10-999999

Deliver By Date

Warrant Description

Quantity Warrant Range

(844,800 warrant numbers)

11-000001 through 11-497799

Section 2:

10-653002 through 10-999998 and 11-

000000 11-000002 through 11-497800

11/01/24 60-69 Series 1,651,200 two-up forms

(3,302,400 warrant numbers)

Section 1:

69-138001 through 69-999999 60-000001 through 60-999999 61-000001 through 61-999999 62-000001 through 62-440399

69-138002 through 69-999998 and 60- 000000

60-000002 through 60-999998 and 61- 000000

61-000002 through 61-999998 and 62- 000000

62-000002 through 62-440400 12/01/24 70-79 Series 2,128,000 two-up forms (4,256,000 warrant numbers)

Section 1:

71-614401 through 71-999999 72-000001 through 72-999999 73-000001 through 73-999999 74-000001 through 74-999999 75-000001 through 75-870399

71-614402 through 71-999998 and 72- 000000

72-000002 through 72-999998 and 73- 000000

73-000002 through 73-999998 and 74- 000000

74-000002 through 74-999998 and 75- 000000

75-000002 through 75-870400 03/01/25 01-03 Series 288,000 two-up forms (576,000 warrant numbers)

Section 1:

02-701201 through 02-999999 03-000001 through 03-277199

02-701202 through 02-999998 and 03- 000000

03-000002 through 03-277198 and 03- 277200

7. Quality Problems and Refunds

a. If the error rate is more than one percent of the total order volume per warrant series, the

Contractor will be required to reimburse SCO for every warrant that is not usable due to manufacturer error equal to the cost identified in Exhibit B, Budget and Payment Provisions, Attachment 1, Cost Worksheet.

b. Reimbursement for all unusable warrants will be requested within 180 days following the agreement term end date.

c. Refunds from the Contractor will be made payable to SCO.

d. If the error rate is more than ten percent of the total volume per warrant series, the Contractor may be required to reprint the remainder of the order at no cost to SCO. Reprinting the remainder of the order will be at the discretion of SCO.

e. Errors include, but are not limited to, the following:

1) Physical damage caused by fire, water, warping, creases, wrinkling, spoilage, and adherence to other warrants.

2) Missing, duplicate, or incorrect warrants and/or warrant numbers.

3) Incorrect, missing, or misaligned information such as, but not limited to symbols, magnetic ink character recognition (MICR) (digit checks), etc.

4) Printing, bindery, and construction problems such as fading, ink bleeds, incorrect color, warrants out of numerical sequence, poor quality perforations, misaligned pin-feed holes, and hanging punches (an incomplete pin-feed hole punch), and mismatched MICR and warrant number.

5) Any deviation from or nonconformance with the specifications in Exhibit A, Scope of Work, Attachment 1 – 4.

8. Subcontractor

Complete and submit to SCO a Prime Contractor’s Certification - DVBE Subcontracting Report (STD

817) at the time of final invoicing or within 60 days of expiration of the Agreement.

D. SCO Responsibilities

SCO shall:

1. Proofs and Overlays:

a. Review each proof and transparent overlay and provide written feedback, approval, and corrections within three business days of receiving the original or corrected proofs and transparent overlay for each warrant type.

2. Testing:

a. Run tests of the warrants on SCO production equipment to validate adherence to all specifications in Exhibit A, Scope of Work, Attachment 1 – 4.

b. Perform all retesting activities and test batch approval prior to the production delivery dates outlined in Exhibit A, Section 6. Delivery Schedule.

c. Any deviations to the schedule due to testing delays must be agreed upon in writing.

3. Delivery:

a. Accept early delivery with a two-day advance notice from Contractor in writing and with written confirmation of the scheduled appointment with DGS Transit Warehouse.

b. Provide two-days advance notice in writing of any changes to the delivery schedule.

4. Quality Problems and Refunds:

a. Notify the Contractor in writing each time an error occurs.

E. Contacts

1. Direct all service inquiries to:

SCO Disbursements Bureau

Contract Manager

Contractor

Name: Name:

Address: Address:

Phone: Phone:

Email: Email:

2. Direct all delivery inquiries to:

DGS Transit Warehouse

Intake Coordinator

Contractor

Name: Name:

Address: Address:

3. Direct all agreement inquiries to:

SCO Contracts Office Contractor

Name: Name:

Address: Address:

4. Contacts may be changed upon written notice to either party without an agreement amendment

Exhibit A, Attachment 1

01-03 SERIES - PAYROLL

A. Form Specifications:

1. One-part continuous, Eccentric Z-Fold Pressure Seal Form, two up, overall size 17” X 14” including carrier strips. Do not perforate carrier strips. Horizontal perforations every 14” with a full tie of 1/4” plus or minus 1/8” length is left on each outer edge of form. Horizontal perforations at 3” and 8 1/2” will create three panels: 8” x 3” (top), 8” x 5 1/2” (center), and 8” x 5 1/2” (bottom) once 1/2” carrier strips are removed and slit down center. Additional full horizontal perforation to be located at 7” from the top of the form. Warrants to be 7" x 3 1/2", with carrier strips and opening stubs removed. Vertical perforations at 1”, 8”, 9” and 16”, and horizontal perforations at 2 1/2”, 3 1/2”, and 13 1/2” will create 1/2” opening stubs.

2. Form to be printed on 24 lb. Pressure Seal, MICR, white bond paper. Printing on front and back to be in black ink. Face of warrant, and outside address flap, 10 percent solid screen background tint color Flint Ink Corporation non-readable light green J-24554. The green coloring will be on the warrant and address flap (sample provided upon request). Background of warrant to show Office of the Controller Seal, adjust percentage of ink color within the Controller Seal area only, to show Controller's Seal.

3. 50 Percent Screening on confidential screen area.

4. Paper and cohesive must be Environmental Protection Agency (EPA) certified and approved as recyclable. Cohesive must have a minimum of one-year shelf life. Cohesive must be compliant with the Mailing Standards of the United States Postal Service, Domestic Mail Manual, Section 3.15.2 located at:

https://pe.usps.com/cpim/ftp/manuals/dmm300/full/mailingstandards.pdf

5. The form shall have a cohesive pattern printed on the face and back with full perimeter seal when processed for mailing. The cohesive must not be affected by the heat or pressure from the Canon OCE printer model listed in Section 8, Performance, but must allow a full and complete seal when processed through the Moore Pressure Seal System listed in Section 8, Performance.

6. Cohesive patterns must be neat and precise to allow for complete and confidential document sealing.

Cohesive must not rub off, emit odor, stick or cause tackiness that precludes forms from processing efficiently in the equipment.

B. Quantity

1. Test Warrants: 5,000 two-up forms (10,000 Warrant Numbers)

2. Production Warrants: 288,000 two-up forms (576,000 Warrant Numbers)

C. Security Features:

1. Artificial Watermark - Artificial Watermark Seals with the "Office of the Controller - State of California" design to be imprinted in a reverse print using white-opaque ink, which also contains a fluorescent additive, on the reverse side of the warrant (center panel - 7" x 3 1/2"). The white opaque subject can be viewed when held at an angle toward or away from light. Additionally, the fluorescence can be a forensics identifier when viewed via a black light. This feature (Artificial Watermark) should not be copier, laser printer or scanner reproducible from the original warrant.

2. Warning Bands - One warning band on the warrant informing recipients and cashing institutions the warrant contains a security feature. Statement to read: "The Back Of This Document Contains An Artificial Watermark - View At An Angle.”

D. Shipment - Warrant numbers will begin at 02-701201 and run through 03-277200 for this shipment.

a. Numbering in upper right-hand corner of Section 1:

02-701201 through 02-999999 03-000001 through 03-277199

b. Numbering in upper right-hand corner of Section 2:

02-701202 through 02-999998 and 03-000000 03-000002 through 03-277198 and 03-277200

c. Magnetic ink encoding - transit number 121113423 and consecutive warrant numbering to match top numbering with mod 9 check digit to correspond with the STO specifications. For the STO specifications, contact Jeff Kyle (916) 653-5907.

E. Packaging and Palletizing:

1. Every warrant must be properly printed and in consecutive order without exception.

2. Warrants to be packed 1,200 forms (2,400 warrants), maximum, per carton.

a. Cartons must not exceed 45 pounds.

b. Do not bend the forms.

c. Mark the outside of carton "Break in Box" and place a marker within the carton indicating break in box.

d. Warrants must be 100 percent verified after assembly to guarantee that there are no missing or duplicate numbers. Shipments received with missing numbers will not be accepted.

e. Orders received with over numbering or under numbering are not acceptable, and the entire order will need to be reprinted.

3. Contents of each carton to be clearly marked on the outside as to:

Form number – W0103 AUG2024 Form name – PAYROLL WARRANT Beginning and Ending Warrant Numbers in each carton with prefix number Cartons' identification label must be visible on all four sides of pallet.

4. Cartons to be put on pallets in consecutive number order and boxes to be put on pallets in 8 pinwheel block, 4 high.

a. Pallets to be size 2, type 2 (42” X 42”), per State Specification, pallets, wooden, 3990-41A-01.

Marker to be placed on each pallet noting: Pallet 1, 2, 3, etc., beginning and ending case numbers, and beginning warrant number on pallet and ending warrant number on each pallet.

b. Shipping cartons must be carefully sealed with tape - do not use staples.

c. Cartons and pallet to be assembled at a height of no more than 54" inches from the floor, no more than 32 cartons per pallet. If corner guards are used, they cannot exceed the height of the top carton.

d. Cartons to be double shrink-wrapped over the top and all four sides of the pallet to ensure no shifting or spillage during shipment.

F. Performance:

1. Forms must satisfactorily process on the following equipment:

Moore 8700 Folder Canon OCE VarioStream 7550 Laser Printer

G. Test Order

Perforate VOID stamp on all test order forms. All other specifications, features, and requirements outlined in this attachment apply to the test order.

Exhibit A, Attachment 2

10-14 SERIES – CalSTRS/CalPERS

1. One-part continuous form, overall size 14-7/8" x 11" including carrier strips. Full horizontal perforation to be located 3-1/2" from top of form. Do not perforate carrier strips. Warrants to be 7" x 3-1/2", with carrier strips removed.

2. Form to be printed on 24 lb OCR white bond paper. Printing on front and back to be in black ink. Face of warrant to be 10 percent solid screen background tint color - Flint Ink Corporation non-readable J- 30497 brown. Background to show Office of the Controller Seal, adjust percentage of ink color within the Controller Seal area only, to show Controller's Seal.

B. Quantity:

2. Production Warrants: 422,400 two-up forms (844,800 warrant numbers)

1. Artificial Watermark - Artificial Watermark Seals with the "Office of Controller - State of California" design to be imprinted in a reverse print using white-opaque ink, which also contains a fluorescent additive, on the reverse side of the warrant (top portion of the form only - 7" x 3-1/2"). The white opaque subject can be viewed when held at an angle toward or away from light. Additionally, the fluorescence can be a forensics identifier when viewed via a black light. This feature (Artificial Watermark) should not be copier, laser printer or scanner reproducible from the original warrant.

2. Warning Bands - One (1) warning band on the warrant informing recipients and cashing institutions the warrant contains a security feature. Statement to read: "The Back Of This Document Contains An

D. Shipment:

1. Warrant numbers will begin at 10-653001 and run through 11-497800 for this shipment.

a. Numbering in upper right-hand corner of Section 1: (Note: No numbers past 14-999999)

10-653001 through 10-999999 11-000001 through 11-497799

b. Numbering in upper right-hand corner of Section 2:

10-653002 through 10-999998 and 11-000000 11-000002 through 11-497800

c. Magnetic ink encoding - transit number 121113423 and consecutive warrant numbering to match top numbering with mod 9 check digit to correspond with the STO specifications. For the STO specifications contact Jeff Kyle (916) 653-5907.

b. Do not bend forms.

c. Mark the outside of cartons "Break in Box" and place a marker within the carton indicating break in box.

d. Warrants must be 100 percent verified after assembly to guarantee that there are no missing or duplicate numbers. Shipments received with missing numbers will not be accepted.

e. Orders received with over numbering or under numbering are not acceptable, and the entire order will need to be reprinted.

3. Contents of each carton must be clearly marked on the outside as to:

Form number – W1014 AUG2024 Form name – STRS & PERS – 10-14 Beginning and ending number of warrants in each carton with prefix #.

Cartons' identification label must be visible on all four sides of the pallet.

4. Cartons to be assembled on pallets in consecutive number order and be 8 pinwheel block, 4 high.

a. Carton labels to be visible.

b. Pallets to be Size 2, type 2 (42” X 42”), per State Specification, pallets, wooden, 3990-41A-01.

c. Marker to be placed on each pallet noting Pallet 1, 2, 3, etc., beginning and ending case numbers, and beginning and ending warrant number on each pallet.

d. Cartons must be carefully sealed with tape - do not use staples.

e. Cartons and pallet are to be assembled at a height of no more than 54" inches from the floor, no more than 32 cartons per pallet. If corner guards are used, they cannot exceed the height of the top

f. Cartons to be double shrink-wrapped over the top and all four sides of the pallet to ensure no

1. Forms must satisfactorily run on the following equipment:

Bell and Howell Ascender 16 Inserters Quadient DS1200 Inserters Moore 8700 Folder

Standard Register 2500 Burster/Signer/Merger/Imprinter

Perforate VOID stamp on all test order forms. All other specifications, features, and requirements outlined

Exhibit A, Attachment 3

60–69 Series—General Disbursement with Explanation of Benefits (EOB)

1. One-part continuous form, overall size 14 7/8" x 11" including carrier strips. Full horizontal perforation to be located 3 1/2" from top of form. Do not perforate carrier strips. Warrants to be 7" x 3 1/2", with carrier strips removed.

2. Form to be printed on 24 lb. OCR white bond paper. Printing on front and back are to be in black ink.

Face of warrant to be 10 percent solid screen background tint color Flint Ink Corporation non-readable light blue no. J24186. Background to show Office of the Controller Seal, adjust percentage of ink color within the Controller's Seal area only, to show Controller's Seal.

2. Production Warrants: 1,651,200 two-up forms (3,302,400 warrant numbers)

1. Artificial Watermark – Artificial Watermark Seals with the "Office of Controller – State of California" additive, on the reverse side of the warrant (top portion of the form only – 7" x 3 1/2"). The white opaque subject can be viewed when held at an angle toward or away from light. Additionally, the fluorescence can be a forensics identifier when viewed via a black light. This feature (Artificial Watermark) should not be copier, laser printer, or scanner reproducible from the original warrant.

2. Warning Band – One warning band on the warrant informing recipients and cashing institutions the warrant contains a security feature. Statement to read: "The Back Of This Document Contains An

3. Magnetic ink encoding – transit number 121113423 and consecutive warrant numbering to match top numbering with mod 9 check digit to correspond with the STO specifications. For STO specifications, contact Jeff Kyle (916) 653-5907.

1. Warrant numbers will begin at 69-138001 and run through 62-440400 for this shipment.

a. Numbering in upper right-hand corner Section 1:

69-138001 through 69-999999 60-000001 through 60-999999 61-000001 through 61-999999 62-000001 through 62-440399

b. Numbering in upper right-hand corner Section 2:

69-138002 through 69-999998 and 60-000000 60-000002 through 60-999998 and 61-000000 61-000002 through 61-999998 and 62-000000 62-000002 through 62-440400

c. Mark the outside of cartons "Break in Box" and place a marker within the carton indicating break in

Form number – W6069S AUG2024 Form name – GENERAL DISBURSEMENT WARRANT – 60-69 Series

4. Carton’s identification label on all cartons must be visible on all four sides of pallet.

5. Cartons to be assembled on pallets in consecutive number order and assembled in 8 pinwheel block, 4 high.

a. Pallets to be size 2, type 2 (42” X 42”), per State Specification, pallets, wooden, 3990-41A-01.

b. Marker to be placed on each pallet noting: Pallet 1, 2, 3, etc., beginning and ending case numbers, and beginning warrant number on pallet and ending warrant number on each pallet.

c. Shipping cartons must be carefully sealed with tape – do not use staples.

d. Cartons and pallets are to be assembled at a height of no more than 54" inches from the floor, no

e. Cartons to be double shrink-wrapped over the top and all four sides of the pallet to ensure no

1. Forms must satisfactorily process on the following equipment:

Bell and Howell Ascender 16 Inserters Quadient DS1200 Inserters Moore 8700 Folder

Perforate VOID stamp on all test order forms. All other specifications, features, and requirements outlined

Exhibit A, Attachment 4

70–79 Series—In-Home Supportive Services (IHSS)

1. One-part continuous form, overall size 14 7/8" wide x 11" long including carrier strips. First Perforation (full horizontal perforation) to be located between each form. Second perforation to be located 3-1/2" from top of form, start perforation 3/8" in from left margin and stop perforation 3/8" in from right margin.

Third perforation to be located 7-1/4" from top of form, start perforation 3/8" in from left edge of paper and stop perforation 3/8" in from right edge of paper. Do not perforate carrier strips. (Warrants to be 7" x 3-1/2", with carrier strips removed).

2. Form to be printed on 24 lb. OCR white bond paper. Printing on front and back are to be in black ink.

Face of warrant to be 10 percent solid screen background tint color Flint Ink Corporation non-readable J-31860 purple. Back of warrant to include a signature and date box in Flint Ink Corporation non-readable J-31860 purple. All other text will be plain with endorsement in black ink.

3. Shading on Statement - Shading to be 10 percent solid screen background tint color Flint Ink Corporation nonreadable J-31860 purple. Shading to start at perforation located 3 1/2" from top of form and end at perforation 7 1/4" from top of form.

2. Production Warrants: 2,128,000 two-up forms (4,256,000 warrant numbers)

1. Artificial Watermark - Artificial Watermark Seals with the "Office of Controller - State of California" additive, on the reverse side of the warrant (top portion of the form only - 7" x 3 1/2"). The white opaque subject can be viewed when held at an angle toward or away from light. Additionally, the fluorescence can be a forensics identifier when viewed via a black light. This feature (Artificial Watermark) should not be copier, laser printer or scanner reproducible from the original warrant.

2. Warning Band - One warning band on the warrant informing recipients and cashing institutions the warrant contains a security feature. Statement to read: “The Back Of This Document Contains an Artificial Watermark - View at an Angle.”

3. Magnetic ink encoding - transit number 121113423 and consecutive warrant numbering to match top numbering with mod 9 check digit to correspond with the STO specifications. For STO specifications, contact Jeff Kyle (916) 653-5907.

1. Warrant numbers will begin at 71-614401 and run through 75-870400

a. Numbering in upper right corner of warrant and upper right corner of statement - Section 1 beginning with:

71-614401 through 71-999999 72-000001 through 72-999999 73-000001 through 73-999999 74-000001 through 74-999999 75-000001 through 75-870399

b. Numbering in upper right corner of warrant and upper right corner of statement - section 2 beginning with:

71-614402 through 71-999998 and 72-000000 72-000002 through 72-999998 and 73-000000 73-000002 through 73-999998 and 74-000000 74-000002 through 74-999998 and 75-000000 75-000002 through 75-870400

2. Warrants to be packed 1,900 forms (3,800 warrants), maximum, per carton.

c. Mark the outside of cartons "Break in Box" and place a marker within the carton indicating break in

e. Orders received with over numbering or under numbering are not acceptable, and the entire order will need to be reprinted.

Form number – W7079 AUG2024 Form name – IHSS CMIPS II WARRANT – 70-79 Series

Identification label on all cartons must be visible on all four sides of pallet.

4. Cartons to be put on pallets in consecutive number order and boxes to be put on pallets in 8 pinwheel block, 4 high.

a. Carton labels to be visible.

b. Pallets to be size 2, type 2 (42” X 42”), per State Specification, pallets, wooden, 3990-41A-01.

c. Marker to be placed on each pallet noting: Pallet 1, 2, 3, etc., beginning and ending case numbers, and beginning warrant number on pallet and ending warrant number on each pallet.

d. Shipping cartons must be carefully sealed with tape - do not use staples.

e. Cartons and pallets are to be assembled at a height of no more than 54" inches from the floor, no

f. Cartons to be double shrink-wrapped over the top and all four sides of the pallet to ensure no

1. Forms must satisfactorily perform on the following equipment:

Bell and Howell Ascender 16 Inserters Quadient DS1200 Inserters Moore 8700 Folder

B. Test Order

Perforate VOID stamp on all test order forms. All other specifications, features, and requirements outlined

Exhibit B

BUDGET DETAIL AND PAYMENT PROVISIONS

A. Invoicing and Payment

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

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

Agreement Number Dates of Service Cut Sheet Color and Type Numbering Sequence Quantity Printed and Delivered Delivery Date

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

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

Departmental Accounting Office P.O. Box 942850

Sacramento, CA 94250-5877

Invoice inquiries: ADMAP@sco.ca.gov

B. 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, SCO shall have no liability to pay any funds whatsoever to Contractor or to furnish any other considerations under this agreement and Contractor shall not be obligated to perform any provisions of this agreement.

2. If funding for 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 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 (GC) Chapter 4.5, commencing with Section 927 et seq.

Exhibit B, Attachment 1

COST WORKSHEET

Cost Worksheet inserted at time of award.

Exhibit C

GENERAL TERMS AND CONDITIONS

(GTC 04/2017)

Exhibit C, General Terms and Conditions (GTC 04/2017) may be viewed at the following site:

https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List- Folder/Standard-Contract-Language?search=general%20terms%20and%20conditions and shall be incorporated by reference only and made part of the Agreement as if attached hereto.

Exhibit D

SPECIAL TERMS AND CONDITIONS

A. Insurance Requirements

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

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

2. Workers’ Compensation and Employer’s Liability – The Contractor shall maintain statutory workers’ compensation insurance issued and shall furnish to 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. If contractor will not have any commercially owned vehicles used during the life of this agreement, by signing this agreement, the Contractor certifies that the Contractor and any employees, subcontractors or servants possess valid automobile coverage in accordance with California Vehicle Code Sections 16450 to 16457, inclusive. The State reserves the right to request proof at any time.

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

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

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

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

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

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

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

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

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

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

9. Subcontractors – In the case of the Contractor’s utilization of subcontractors to complete the contracted scope of work, the Contractor shall include all subcontractors as insured’s 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

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.

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.

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

C. Excise Tax

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

D. Settlement of Disputes

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

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

E. 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.

F. 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

G. 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.

H. Darfur Contracting Act

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

(PCC § 10479.)

I. Economic Sanctions on Russia

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

The Contractor certifies that it is not on the U.S. Department of Treasury, Office of Foreign Assets Control (OFAC) Sanctions List found at:

https://sanctionssearch.ofac.treas.gov/

J. Generative Artificial Intelligence Technology Use & Reporting

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

K. Exclusion for Conflict of Interest

No consultant shall be paid out of State funds for developing recommendations on the acquisition of IT goods or services, or assisting in the preparation of a feasibility study, if that consultant is to be a source of such acquisition or would otherwise directly and/or materially benefit from the State adoption of such recommendations or the course of action recommended in the feasibility study. Further, no consultant shall be paid out of State funds for developing recommendations on the disposal of State surplus IT products if that consultant would directly and/or materially benefit from State adoption of such recommendation.

L. Proprietary Rights

Neither party’s ownership rights, including but not limited to, any intellectual property rights in or used by the Contractor to perform the Services nor any intellectual property rights in or to client’s data, shall be transferred pursuant to this agreement. This section shall survive termination of this agreement.

M. Audit Language

The Contractor agrees that SCO or the Bureau of State Audits or its designated representative, shall have an absolute right of access to all of the Contractor’s records, files, documents, accounts, and financial affairs as deemed necessary for the purpose of conducting an audit to determine compliance with the terms and conditions of this contract. The Contractor shall provide the auditor(s) with any relevant information requested without unnecessary delay and, on reasonable notice, permit access to its premises during normal business hours for the purpose of interviewing staff and inspecting and copying such books, records, accounts, and any other material as warranted to conduct the audit. The Contractor further agrees to maintain such records for a period of three years after final payment is made on this contract or three years after resolution of all issues that may arise as a result of any litigation, claim, negotiation, or audit related to the Agreement, whichever is later. The State agrees to treat as confidential any proprietary information obtained as a part of any such audit.

N. Travel

Travel expenses from the Contractor’s headquarters location to SCO work sites in the Sacramento area WILL NOT BE COMPENSATED UNDER THIS AGREEMENT. However, the Contractor will be reimbursed for pre-approved, necessary travel expenses incurred in a region or area other than the Sacramento area in performing services under this agreement. All approved travel and related expenses shall be compensated in accordance with the California Department of Human Resources (CalHR), Rules for Reimbursement for Excluded Employees and is available at website http://www.calhr.ca.gov/employees/Pages/travel-rules-excluded.aspx. Reimbursable expenses shall be supported by documentation. Such documentation shall be attached to each invoice. Invoices will include a detailed explanation of the work performed.