Exhibits.pdf

State Controller’s Office IFB Number EDIS90824

Exhibit A

SCOPE OF WORK

The State Controller's Office (SCO) is seeking a contractor to provide agreement management, project coordination, printing, and delivery services for #1Bi Custom White Envelopes with Indicia.

Agreement Term

The term of this Agreement will be for a period of one (1) year with the option to amend to add funds and to add/delete services as deemed necessary by SCO. The rates quoted on Exhibit B, Attachment 1, 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 the 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 the SCO Contract Manager listed in Section I. Contacts are responsible for monitoring the Agreement cost to ensure it does not exceed the maximum amount of the Agreement without an executed amendment.

A. Contractor Responsibilities:

The Contractor shall:

1. Print and deliver 14,977,000 #1Bi Custom White Printed Envelopes with Indicia,14,976,000 production envelopes and 1,000 accepted test envelopes, by the dates in Section F. Delivery Schedule unless otherwise specified in writing by the SCO Representative in Section I. Contacts

2. Proofs:

a. Provide one envelope proof in portable document format (PDF) and color stock sample for review and written approval per Section G. Shipping and Delivery Instructions.

b. SCO will review the proof and respond in writing within three (3) business days of receipt.

c. Respond withing two (2) business days after receipt of SCO written request for corrections or design modifications.

1) Provide up two (2) design modifications when requested in writing by SCO. .

2) Modification design requests shall not increase the overall envelope dimensions or change the materials used in product construction.

3) All design changes shall be approved in writing by the SCO Contract Manager prior to production.

3. Test Requirements:

a. By the date indicated in Section V. Delivery Schedule, deliver one (1) box of test sample envelopes produced on the same equipment that will be used for final production to:

SCO Disbursements Attention: Maninder Bains 3301 C Street, Loading Dock Sacramento, CA 95816

b. Label the box in at least 48 font lettering: “TEST-DELIVER IMMEDIATELY”.

c. SCO shall inspect the test box and provide written approval or request for corrections or design modifications within three (3) business days of receipt of the test envelopes.

1) The Contractor shall respond in writing within two (2) business days after receipt of the SCO written request for corrections or design modifications

2) Deliver one (1) test box for each design modification request.

d. Test envelopes that comply with Section B. Specifications shall count toward the total order quantity identified in Section A.1.

4. Production

a. Start production after receipt of SCO test run written approval which shall be provided within 72 hours after receipt of test envelopes.

b. Ensure the envelopes satisfactorily process through SCO production equipment:

Pitney Bowes FP 45 Vertical/Hi-Speed Omni Vertical Finisher Bell & Howell Criterion IV Sorting System Bell & Howell Ascender 16 Inserters Quadient DS-1200 Inserter

c. Coordinate services with SCO Contacts in Exhibit A. Scope of Work, Section I. Contacts, Item 1 and notify SCO immediately about any questions or concerns.

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

SCO contact in Exhibit A. Scope of Work, Section F. Contacts 1. within 60 days of agreement expiration.

B. Specifications

1. Envelope Specifications

a. Type: Twin seam FL. Smithe SW or RO or W&D 527 Web

b. Size: 7 3/4'' x 4 1/8"

c. Seal Flap: 1 3/8” seal flap with 0.6 to 1 mil of Dextrine gum

d. Back Flap: 3 5/8”

e. Side Seam: 11/16” with 34-Degree Angle with Injection Gum Application

f. Throat: 3/8”

2. Window Specifications

a. Size: 1 1/2” X 4 3/16”

b. Location: 9/16” from Left, 1” from Bottom

c. Type: Polystyrene

3. Form Name: #1Bi Envelope

4. Form Number: #1Bi (08/2024)

5. Form Number Location: Back flap, lower right, 1/4” from bottom

6. Paper Type: Boise Cascade Recycled White Wove #24 with 30 percent Post-Consumer Waste 24 lb.

or equivalent. Outside of the envelope to remain white.

7. Construction Tolerance: Plus or minus 1/16”

8. Printing and Ink Color: For outside artwork; felt side, front of envelope and back panel and on those with permit Indicia, color is PMS-Reflex Blue. Print density on X-Rite Color Densitometer within plus or minus 0.06. SCO will not accept a “washed-out” or “faded” look on the ink colors, full value PMS colors are required.

9. Security Feature: PMS-Reflex Blue tint with standard tint pattern and Indicia on the inside of each envelope.

10. Return Address: ADD CONTROLLER’S SEAL TO UPPER LEFT SIDE OF ENVELOPE

Line 1: MALIA M. COHEN (12.5pt; bold) Line 2: STATE CONTROLLER (10.5pt; bold) Line 3: FIRST CLASS MAIL Line 4: DISBURSEMENTS BUREAU (8pt) OFFICIAL BUSINESS Line 5: P.O. BOX 942850 (8pt) (10.5pt; bold, 4” from the left edge) Line 6: SACRAMENTO, CA 94250-0001 (8pt)

11. Return Address Font: Times New Roman

12. Return Address Location: Face 1/4” from Top and 1/4” from Left.

13. Permit Indicia: Located 1/4” from Top and 1/4” from Right.

a. Location: Located 1/4” from top and 1/4” from right.

b. Permit Indicia Box: 1 1/16” x 9/16”

c. Permit Indicia Font: Arial 6pt

d. Refer to Unites States Postal Service (USPS) guidelines at Link

14. Recycled Statement: "Made with Recycled Paper" and circular arrows style logo printed on back flap lower left, 3/16” from bottom.

15. Machine Processing Requirements

Ensure the paper used in the manufacture of the envelopes meets United States (U.S.) Postal Barcode Background Reflectance requirements—see Domestic Mail Manual Issue 54, January 10, 1999 –

PRESORTED

FIRST-CLASS MAIL

U.S. POSTAGE PAID

SACRAMENTO, CA

PERMIT NO. 13

Section C-840.5.1 (background reflectance)—C-840.5.2 (print reflectance difference) and C840.5.4 (dark fibers and background patterns).

C. Quality Control:

1. Ensure less than one-half of 1 percent to be defective in quality to run on Bell & Howell Ascender

Inserters.

a. Maintain a quality control system designed to identify, correct and prevent defects in material or services.

b. Inspect and test material to ensure it meets the requirements of the Scope of Work prior to shipment; and

c. Agree to perform all appropriate quality control procedures and to ensure conformance to those standards.

D. Rejections:

1. SCO shall notify the Contractor each time an error occurs. If more than half of one percent of the product is deemed to be defective in quality, and SCO rejects any or all of the material, SCO may exercise one (1) or more of the following remedies:

a. Return rejected material for full credit at the invoice price plus transportation charges from and to the Contractor’s plant. Upon receipt of rejection, Contractor will pick up rejected material within five

(5) business days. A credit and written confirmation will be issued to SCO within 15 business days.

b. Accept a conforming part of any shipment.

c. Have rejected material replaced by the Contractor at the purchase price stipulated in the order within 15 business days.

E. Packaging:

1. The outside of each case must specify: #1BiMONYEAR, #1Bi Envelopes (7-3/4" x 4-1/8"), where MON is three (3) digit abbreviation for the month and YEAR is the four (4) digit year. Quantity - 1,000 envelopes.

2. Envelopes must be packaged 1,000 to a carton (16”x12”x4-3/8” I.D.) and 64 cartons on a pallet no more than 46” high, including pallet. Pallets to be wood construction 42" x 42", Type 2, Size 2, per State Specification, 3990-41A-01.

3. Pallets may or may not be recycled and reused by envelope vendor.

4. Pallets to be reinforced with corrugated corner guards for additional support.

5. Corner guards cannot exceed the height of the top carton. No inserts or tags will be put inside of cartons by the Contractor.

F. Delivery Schedule:

Delivery Date Number of Envelopes

Number of Pallets/Truckloads

10 days from Execution of Agreement (Proof)

N/A N/A

30 days from Execution of Agreement (Test)

1,000 1 Box

30 days from Test Samples (Run #1) 7,488,000 117 Pallets

60 days after Run #1 (Run #2) 7,488,000 117 Pallets

G. Shipping and Delivery Instructions:

1. Quantities to be shipped shall be determined concurrently by the Contractor and SCO Representatives listed in Section I. Contacts

a. Direct all deliveries to this location:

State Controller's Office C/O DGS Transit Warehouse 1700 W. National Drive Sacramento, CA 95834

b. Contact the DGS Transit Warehouse intake coordinator at (916) 928-5839 five (5) business days ahead of the delivery date to schedule a delivery appointment.

2. ORDERS NOT MEETING SECTION E. PACKAGING SPECIFICATIONS WILL NOT BE ACCEPTED

BY THE DGS WAREHOUSE RECEIVING CLERK.

H. SCO Responsibilities

SCO shall:

1. Provide information for the Contractor to perform the required services.

2. Request design modifications in writing, if needed, and a minimum of one (1) test box of product per request.

3. Determine that the services meet the requirements of this agreement.

4. Maintain normal working hours from 8:00 a.m. to 5:00 p.m., Pacific Time (PT), Monday through Friday, except State holidays. Work will not be performed on weekends or State holidays. The following is a link to the California Department of Human Resources (CalHR) and depicts all holidays observed by the State: http://www.calhr.ca.gov/employees/Pages/state-holidays.aspx.

I. Contacts

1. Direct all service inquiries to:

Disbursements Bureau Contractor

Name: Name:

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:

Contracts and Procurement Office Contractor

Name: Name:

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

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, no more frequently than monthly in arrears, and include at a minimum:

Agreement Number CDIS90824 Dates of Service Description of Service Provided

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

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

State Controller's Office

Departmental Accounting Office P.O. Box 942850

Sacramento, CA 94250-5877

Invoice inquiries: ADMAP@sco.ca.gov

B. Budget Contingency Clause

It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this agreement does not appropriate sufficient funds for the program, this agreement shall be of no further force and effect. In this event, SCO shall have no liability to pay any funds whatsoever to Contractor or to furnish any other considerations under this agreement and Contractor shall not be obligated to perform any provisions of this agreement.

If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, 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.

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

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

Exhibit B, Attachment 1

COST WORKSHEET

To be 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.

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 policy shall include the State of California, its officers, agents, and employees as additional insured’s but only with respect to work performed under the Agreement. 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 provisions stating:

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

2. 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. New certificates of insurance are subject to the approval of the Department of General Services 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 contract.

3. Premiums, Assessments and Deductible – The Contractor is responsible for any premiums, policy assessments, deductibles or self-insured retentions contained within their insurance program.

4. 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.

5. 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.

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

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

8. 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.

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

10. 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 the 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 the 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), the 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 ten days of discovery of the problem. Within ten days, the State Controller’s Office, Chief Legal Counsel shall meet with the Contractor and Contract 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

Public Contract Code 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

Public Contract Code 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 proposal for State agreements. When a company submitting a bid or proposal 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. 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. Audits

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 agreement. 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 agreement 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.