EEOS90725_Exhibits.pdf

State Controller’s Office RFP Number EEOS90725

Exhibit A

SCOPE OF WORK

A. Description of Services

The Contractor shall provide part-time, event-based professional videography and photography services to the California (CA) State Controller’s Office (SCO), Public Affairs Office (PAO). The services shall include taking videos and photos of the California State Controller and other individuals during events located throughout Southern California and applicable post-production tasks. The Southern CA region shall encompass the following Counties:

Southern California Region defined by County:

Contractor shall provide all videos and photos in the form of a digital “library”. The digital library shall have the capability to have videos and photos added to it at later dates. The method of providing videos and photos to SCO shall be mutually agreed to upon execution of the Agreement. The Contractor must be able to properly and professionally edit all videos and photos and provide them to the SCO in a timely manner.

B. Agreement Term

The term for this agreement shall be for two years with the options to amend to extend the term for one year, add funds, and/or increase the number of hours. The rates in Exhibit B, Cost Worksheet will not change as a result of any amendment to this agreement. This agreement may be terminated by 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 SCO and no payment shall be made for that work.

Agreement Amount

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

Kings Tulare Inyo

Imperial Los Angeles

Orange Riverside

San Bernardino San Diego

Santa Barbara Ventura

Kern San Luis Obispo

Exhibit A

C. Contractor Responsibilities

The Contractor shall:

1. Provide at least one videographer and/or a photographer for events the Controller is attending within

Southern California, defined in Section A. A written list of proposed Southern California events shall be sent to the Contractor on a monthly basis and are subject to change with no guarantee that all events listed will need to be attended by both a videographer and/or photographer.

2. Arrive at each event at least one hour prior to the start of the event and stay for the duration of the event or as long as deemed necessary by PAO to fulfill the shot list or event coverage requirements.

Video and photography needs will vary depending on the type of event, with some requiring coverage only for the time the Controller and/or SCO staff are present.

a. The photos and videos shall include but not be limited to headshots, press conferences, b-roll, and event coverage.

b. Capture photos/videos according to the written shot list provided in writing one hour in advance by

SCO.

3. Ensure that all equipment is in good working order prior to the start of each event and provide a back-up solution if the equipment is not functioning correctly to prevent any delay in services.

4. Ensure the videographer and/or photographer each have their own equipment which should include at minimum a camera and/or camcorder, a light kit, microphone, and tripod. The videographer and photographer may include any other equipment that they believe will allow them to complete their work in the best possible way.

5. Ensure the videographer and/or photographer use their skill and knowledge to create videos and photos with that best represent the Controller and SCO leadership through optimal angles and optimal lighting.

6. The method of providing videos and photos to SCO shall be mutually agreed upon execution of the

Agreement.

7. Respond to all SCO written revision requests within one business day.

a. If corrections are needed, deliver modified recordings and photos within one business day of receipt of SCO request until written approval is granted.

8. Travel expenses from the Contractor’s headquarter location to events located in the Los Angeles 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 Los Angeles area in performing services under this agreement.

a. The Contractor will be reimbursed for pre-approved necessary travel expenses incurred in the performance of services under this agreement. Travel expenses shall be compensated in accordance with the California Department of Human Resources (CalHR), Rules for Reimbursement for Excluded Employees and available at the following website:

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

b. Reimbursable rates shall not exceed those paid to SCO non-represented employees.

Exhibit A

c. All expenses must be supported by original receipts.

d. Invoices will include a detailed explanation of the work performed.

9. Services will take place any day of the week, Monday through Sunday. The majority of services shall take place during the business hours of 8:00 a.m. to 5:00 p.m. Pacific Time (PT), Monday through Friday. California State holidays observed by SCO are found at the following link:

http://www.calhr.ca.gov/employees/pages/state-holidays.aspx.

a. There will be an occasional need for the Contractor to provide services on weekends and/or holidays.

10. Provide contact information for each key staff to the SCO Contact in Section H. Contacts.

D. Contractor Staff Changes

1. The Contractor must commit to the continuing availability and participation of the qualified videographer/photographer, to the extent of the Contractor’s control for the duration of the Agreement.

Contractor shall not request the State’s mutual agreement for Contractor videographer/photographer changes for a period of 12 months after the Effective Date of this agreement.

2. SCO recognizes that the Contractor’s videographer/photographer may be unavailable due to circumstances beyond the Contractor’s control such as illness, an extended leave of absence, death, termination, resignation, or other factors beyond the Contractor’s control. However, the Contractor shall make its best efforts to ensure staff continuity throughout the term of the Agreement.

3. In the event the Contractor videographer/photographer 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 replacement videographer/photographer with equivalent knowledge, skill set and experience.

4. The Contractor shall remove any videographer/photographer or subcontractors who, in the opinion of the State, have engaged in improper conduct.

5. In the event either party identifies a performance issue with a contractor’s videographer/photographer, the identifying party must contact the other party within two business days.

6. The identifying party must document the performance issues, discuss the issues with the other party, and together, they shall determine the best approach for resolving the issues.

7. Contractor Staff Additions and/or Replacements

a. SCO shall approve any changes to the Contractor’s videographer/photographer before adding and/or replacing a videographer/photographer. This includes any changes that occur between the submission of the Contractor’s Proposal and the initiation of the Agreement. The Contractor shall not add or replace a videographer/photographer without prior notification to the SCO Contract Manager listed in Section H. Contacts.

b. The Contractor shall notify the SCO Contract Manager in writing within seven business days of the event and provide SCO with the proposed videographer/photographer candidate that meets or exceeds the experience and skill level that was presented by the Contractor.

Exhibit A

c. Within seven business days after the event, the Contractor shall submit the following items to the

SCO CM:

1) Resumes, memberships, certifications, and/or degrees to validate staff qualifications.

2) The proposed videographer/photographer’s work email and direct phone number. This information is needed for the State to schedule the Live Scan and SharePoint user access.

d. SCO will assess the proposed videographer/photographer candidates based on the criteria set forth in Request for Proposal (RFP) EEOS90725. Replacement videographer/photographer shall meet or exceed the qualifications and experience of the replaced key staff. Additional key staff shall meet the key staff minimum qualifications set forth in RFP EEOS90725.

e. Under no circumstances shall the Contractor add or replace videographer/photographer unless SCO agrees in writing to such change.

f. SCO shall not compensate the Contractor for any time or effort required to prepare the videographer/photographer for work on the Agreement.

g. If SCO rejects the proposed videographer/photographer, the Contractor shall provide another viable videographer/photographer within seven business days.

h. If a qualified videographer/photographer is not identified within seven 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.

i. SCO, for cause, reserves the right to require the Contractor to replace an assigned videographer/photographer at any time. SCO will notify the Contractor in writing when exercising that right, providing the Contractor with the cause. The Contractor, within seven business days of such notification, shall provide a replacement candidate who meets or exceeds the requirements as defined in RFP EEOS90725.

E. Subcontractors

1. 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.

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

3. The State reserves the right to reject or refuse admission to any contractor or subcontractor staff whose workmanship, in the reasonable judgment of SCO, is deemed substandard.

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

5. 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 and a Bidder Declaration (Written) GSPD-105-05.

Exhibit A

6. Due to privity of agreement between the State and the prime contractor, it is the complete responsibility of the prime contractor to hold their subcontractors (permitted by SCO) subject to the applicable requirements of this agreement.

7. Contractor agrees that all subcontracts shall include a provision that the Subcontractor shall indemnify and hold harmless the State to the extent described the General Terms and Conditions (GTC 02/2025), Section 5. Indemnification.

8. Any agreement between the Contractor and its subcontractors shall require the Subcontractors to adhere to the same performance standards and other standards required of the Contractor.

9. If the Contractor commits to subcontract with a Disabled Veteran Business Enterprise (DVBE), the

Contractor shall complete and submit to the SCO CM a Prime Contractor’s Certification - DVBE Subcontracting Report (STD 817) within 60 days of expiration of the Agreement.

10. If the Contractor commits to subcontract with a certified Small Business (SB), the Contractor shall satisfy their SB Participation commitment as identified on the Bidders Declaration (Written) submitted with the Proposal response. Exhibit A, Attachment 3, Prime Contractor Certification – SB Subcontractor Report shall be submitted to the SCO Contract Manager identified in Section H. Contacts, Item 1 on January 31st and July 31st of each calendar year during the term of the Agreement.

11. In accordance with California Government Code Section 14837(d) and California Military and Veterans Code Section 999, all Small Business (SB) and DVBE contractors, subcontractors, and suppliers that bid on or participate in a State agreement, regardless of being an oral or written solicitation, shall perform a Commercially Useful Function (CUF).

F. Subcontractor Changes

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

2. The Contractor shall obtain SCO approval to 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 Proposal and actual start of the Agreement.

3. All replacement subcontractor(s) shall meet all requirements of this agreement.

4. For DVBE subcontractor changes, Contractor shall use another California (CA) certified DVBE subcontractor and shall perform a CUF.

5. For SB subcontractor changes, Contractor shall use another CA certified SB subcontractor and shall perform a CUF.

6. 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 Agreement.

G. SCO Responsibilities

SCO shall:

1. Contact the Contractor to schedule or confirm which events will need a videographer and/or photographer a minimum 10 calendar days prior to the beginning of each month.

Exhibit A

a. Provide written guidance on event coverage goals and desired deliverable(s) for each event or photography/video session.

2. Provide a minimum of three calendar days’ written notice of any schedule or location changes.

3. Assign a meeting coordinator to work with the Contractor at each event.

a. Ensure the meeting coordinator communicates with the Contractor and videographer/photographer at each event via phone call or text.

b. Ensure the meeting coordinator contacts the Contractor and videographer/photographer via phone call or text prior to the start of the event to coordinate any further details before the event is underway.

4. Ensure a written “shot list” is provided to the Contractor no later than three business days prior to each event.

5. Schedule bi-monthly (twice a month) remote meetings to occur via Microsoft Teams with the Contractor to discuss upcoming events, future projects, logistics, etc. to ensure video/photo products can be appropriately staffed, filmed, and finished products are delivered on time.

H. Contacts

1. Direct all contract manager, service, and project inquiries to:

Public Affairs Office Contractor (TBD)

Name: Name:

Address:

Phone: Phone:

E-mail: E-mail:

2. Direct all agreement inquiries to:

Contracts and Procurement Office Contractor (TBD)

Name: Name:

Phone: Phone:

E-mail: E-mail:

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

Exhibit A

VISUAL REPRESENTATION OF NORTHERN AND SOUTHERN CALIFORNIA REGIONS

Exhibit A, Attachment 1

KEY STAFF CHANGE REQUEST FORM

Contractor Name Agreement Number

Key Staff To Be Added Key Staff Replaced Role Hourly Rate Effective Date

Key Staff to be Deleted Effective Date Reason

Description of Change

Key Staff Qualifications Form and Resumes Attached? (Yes or No):

Personnel Change Key Staff Reference Form Attached? (Yes or No):

Approval:

Changes identified above are in accordance with the terms and condition of the agreement. By signing below, the Contractor Official has confirmed that the offered staff meets any requirements listed in the Statement of Work (SOW). The SCO Contract Manager’s signature below indicates confirmation that the offered personnel staff meets the requirements listed in the SOW.

SCO Contract Manager Approval Contractor Approval

Print Name Print Name and Title

Signature Signature

Date Date

Exhibit A, Attachment 2

KEY STAFF CHANGE REFERENCE FORM

The Contractor shall submit three completed Exhibit A, Attachment 2, Personnel Change Key Staff Reference Forms, for the Proposed Replacement Key Staff. References must support the intent of the Agreement and be able to provide an objective assessment of the Proposed Replacement Key Staff’s performance. The references cannot be current employees of the Contractor’s company. No reference, project, or contact name may be used more than once per identified Key Staff.

Table 1 – Reference, Staff Name, and Staff Experience:

Reference Contact Name and Title:

Reference Client Company Name:

Reference Phone #: Reference Email:

Staff Name:

Staff Begin/End Dates (MM/DD/YY): From: To:

Project Name and Description:

Staff’s Experience on this Project:

REFERENCE INSTRUCTIONS:

Step 1: Reference shall enter a numeric rating into Table 3 from the Rating Scale in Table 2.

Step 2: Reference shall sign and date the bottom of the form.

Step 3: Reference shall return the signed form to the Contractor.

Table 2 – Rating Scale:

10=Excellent 8=Above Average 5=Satisfactory 2=Below Average 0=Unsatisfactory

Table 3 – Performance Ratings:

# Performance Statements Rating

Based on the project dates, Key Staff name, title, and involvement on the project (see attached Key Staff Reference Form) how well did this specific Key Staff provide photographer and videographer services for your organization?

Based on your understanding, was the Key Staff knowledgeable in the specialty they were assigned?

How would you rate the Key Staff member's ability to communicate with key project team members?

How would you rate the Key Staff member’s overall performance and quality of their deliverables and services provided?

Your willingness to work with the Key Staff member again, based on your overall satisfaction.

By signing this Form, the Reference certifies all information provided is correct.

Signature of Reference Contact Date signed

State Controller's Office

Exhibit A, Attachment 3

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!

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 -$

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) 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 3

State Controller's Office RFP Number EEOS90725

Exhibit A, Attachment 3

Exhibit B

BUDGET DETAIL AND PAYMENT PROVISIONS

A. Invoicing and Payment

1. For services satisfactorily rendered, and upon receipt and approval of 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. Itemized invoices shall be submitted on Contractor’s letterhead not more frequently than monthly, in arrears, and must include:

Agreement Number CEOS90725 Contractor’s name, address, and telephone number Key Staff names Dates, Event Name, and Hours of Service Staff Hourly Rate Total amount payable for each invoice Reimbursable expenses, supported by documentation per CalHR Travel

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 94250-0001

Invoice inquiries: ADMAP@sco.ca.gov.

B. Budget Contingency Clause

1. It is mutually agreed that if the California State Budget Act for the current year and/or any subsequent fiscal years covered under this agreement does not appropriate sufficient funds for the Project, 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 the purposes of this Project is reduced or deleted for any fiscal year by the California State Budget Act, 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 Chapter 4.5, commencing with Section 927.

D. Disabled Veteran Business Enterprise (DVBE) 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 – DVBE Subcontracting Report STD 817. The report must be received within 60 days of the Agreement expiration date.

Exhibit B, Attachment 1

COST WORKSHEET

The Cost Worksheet shall be inserted here at award.

Exhibit C

GENERAL TERMS AND CONDITIONS

(GTC 02/2025)

Exhibit C, General Terms and Conditions (GTC 02/2025) shall be incorporated by reference and made part of the Agreement as if attached hereto.

The General Terms and Conditions (GTC 02/2025) can be viewed at:

https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-Resources-List- Folder/Standard-Contract-Language?search=general%20terms%20and%20conditions.

If you do not have internet access, a hard 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 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. 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.

4. Cyber Liability Insurance – Contractor shall maintain Cyber Liability with limits of not less than $15 million covering claims involving notification costs, privacy violations, information theft, damage to or destruction of electronic information, intentional and/or unintentional release of private information, and alteration of electronic information, extortion, and network security.

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 prior to the expiration 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. Settlement of Disputes

1. 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.

2. 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

1. 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.

2. 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

1. 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.

2. 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. 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.

K. Requirement for Security Training and Awareness

To preserve the integrity of the security and confidentiality measures integrated into SCO, each of the employees of the successful Contractor and any subcontractors and their employees utilizing SCO devices must take SCO Security Awareness and Training prior to commencing work identified in this agreement.

L. 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.

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

N. Information Technology, Data, and Security

1. SCO Data and Resource Ownership

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, certify 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.

2. Access Control

a. All individuals accessing, processing, or manipulating SCO data shall utilize an SCO managed device that meets the SCO's security standards and configurations. These devices include, but are not limited to, laptops, desktops, mobile devices, or any other computing equipment provided by SCO for business purposes, unless prior approval has been obtained from the SCO Contract Owner, SCO Chief Information Officer (CIO) and the SCO Chief Information Security Officer

(CISO).

b. 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.

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

Contractor environment.

d. The Contractor (and the Contractor’s agents or subcontractors) shall allow SCO 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.

3. Data Classification and Handling

a. 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.

b. The Contractor shall not be required to keep SCO data confidential that 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.

c. The Contractor receiving SCO data agrees that the data obtained will be kept in the strictest confidence. 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.

d. 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.

e. The Contractor receiving SCO data shall take all necessary measures to ensure the integrity of the

SCO data. This includes implementing appropriate security controls, such as encryption, data validation, and monitoring, to prevent unauthorized modification or tampering of the data.

f. 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.

g. 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.

h. 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.

i. 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 multiple individuals.

j. 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).

k. 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.

l. 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.

m. 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.

4. Confidentiality of SCO Data

a. 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.

b. 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.

c. 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.

d. 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.

e. 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.

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

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

6. Location of SCO Data

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.

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 as reasonably required. Violations of the data location provisions shall be grounds for immediate termination of this

7. Information Security

a. 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 certify to SCO:

1) The sufficiency of its security standards, tools, technologies and procedures under this

2) Compliance with the following:

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

b) 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).

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

d) Federal Information Processing Standards Publication Standards for Security Categorization of Federal Information and Information Systems (FIPS 199).

e) Federal Information Processing Standards Publication Standards Minimum Security

Requirements for Federal Information and Information Systems (FIPS 200).

b. 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 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.

c. 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.

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