RFO_5000002931_Xerox_Printer_Maintenance_Support_Services.pdf

CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM

Facilities Services Cooperative Agreement for

Xerox Maintenance Support Services

REQUEST FOR OFFER #5000002931

OFFER SUBMISSION DUE DATE

June 11, 2024, by 2:00 PM, Pacific Time (PT)

Ria Collado Central Procurement Analyst

California State Teachers’ Retirement Systems Procurement@CalSTRS.com

May 31, 2024

Request for Offer 5000002931 Xerox Printer Maintenance Support Services

A. INTRODUCTION

CalSTRS is the largest educator-only pension fund in the world. CalSTRS administers a hybrid retirement system, consisting of traditional defined benefit, cash balance and voluntary defined contribution plans.

CalSTRS also provides disability and survivor benefits. CalSTRS serves California’s public school educators and their families from the state’s school districts, county offices of education and community college districts. For more information on CalSTRS and its various programs, please refer to the CalSTRS Website at: https://www.CalSTRS.com.

B. BACKGROUND

CalSTRS invites California Cooperative Agreement participants to submit an offer for Xerox Printer’s maintenance support services.

See Section E, Product Description for details.

C. MINIMUM QUALFICATION REQUIREMENTS

The Respondent Firm must meet all the following minimum qualifications to CalSTRS’ satisfaction to be given further consideration. Failure to satisfy any of the minimum qualifications upon submittal of the Offer may result in the immediate rejection of the Offer. Respondents are required to submit evidence of meeting the minimum qualifications as stated below and indicate whether or not you meet the minimum qualification by circling either Yes or No.

1. The Respondent must hold a current cooperative contract with the California Department of General Services and that covers the products and services listed in the Product Description and must comply with the instructions, terms, and conditions of the Cooperative Agreement.

2. The Respondent must submit all information and attachment(s) requested in the offer format described below under Section D, Offer Requirements. Failure to submit any of the requested information or attachment(s) may be grounds for immediate rejection of the submission.

3. The Respondent must have completed the CalSTRS DE&I Inclusion Vendor/Contractor Survey, as Further described in Section D, Subsection 12. Failure to complete the survey shall result in disqualification.

4. As of the Offer Submission Due Date, the respondent must be a legal entity, licensed to do business in the State of California and located within a 50-mile radius of CalSTRS Headquarters site in West Sacramento, CA as evidenced by business license.

Yes / No

5. As of the Offer Submission Due Date, the respondent must provide only trained Xerox-certified technicians for maintenance and repairs of Xerox equipment as evidenced by the submission of a copy submission of a copy of certification.

6. As of the Offer Submission Due Date, the respondent must have workers’ compensation and employer’s liability insurance meeting the criteria stated above as evidenced by the submission of a copy of the insurance certificate.

7. As of the Offer Submission Due Date, the respondent must have three (3) years of experience with Xerox

8145H2 (Color) or equivalent copiers maintenance and repair services, as evidenced by three (3) client firm references listed on page 7, Attachment 2, Proposing Firm References.

D. OFFER REQUIREMENTS AND INFORMATION

1. The Offer must be received in the office of CalSTRS via email no later than June 11, 2024, by 2:00

PM, PT. Offers received after the specified date and time may be rejected.

2. In submitting your Offer, you must comply with the instructions, terms and conditions stated in this RFO and in your Cooperative Agreement contract.

3. To be eligible, on Offer must include all the following:

1. Copy of Current Cooperative Agreement

2. Copy of Current Price List

3. Complete and Signed Attachment 1, Information and Offer Sheet

4. Complete Attachment 2, Proposing Firm References

4. The Offer must be signed by the person authorized to bind the firm in contract.

5. Upon receipt, Offers will be checked for the presence or absence of required content. Incomplete

Offers may be rejected. No assumptions will be made by CalSTRS regarding the intentions of the Respondent in submitting the Offer.

6. The Agreement, if awarded, shall be awarded to the responsive and responsible contractor that provides the lowest total cost for the agreement.

7. Respondents should review the attached STD 213 – Standard Agreement for a sample of the agreement that will be awarded.

8. The Respondent, if awarded an agreement, must register in the CalSTRS integrated financial system, the Supplier Self-Service (SUS) Portal. This portal provides direct access to administering product and service delivery with CalSTRS. Click on the hyperlink to register:

https://www.calstrs.com/supplier-self-service-portal.

9. If at any time during or at the conclusion of this RFO process CalSTRS determines that, in its opinion, the results of this process are unsatisfactory, CalSTRS reserves the right to cancel this RFO, discontinue this process and decline to award an agreement.

10. All documents submitted in response to this RFO will become the property of the State of California and may be subject to review by or release to the public under the California Public Records Act, Government Code §§ 6250, et seq.

11. The agreement resulting from this purchase may have a term of twelve (12) months. Any agreement resulting from this RFO may be amended to add time or monies if the Contractor’s Cooperative Agreement is current prior to the term expiring. If the agreement is amended, the rates/fees at time of award shall not be subject to any increases. Only the products and/or services awarded from this RFO may be amended.

12. CalSTRS Diversity, Equity & Inclusion Vendor/Contractor Survey

It is the policy of CalSTRS to survey potential contractors, vendors and consultants for the existence and maturity of their internal and external DEI programs. Inclusion of a DEI survey within the CalSTRS procurement process is consistent with CalSTRS Core Values and CalSTRS Business Plan, supports Sustainable Investment & Stewardship Strategies (SISS) goals, advances the best long-term interests of CalSTRS members, and facilitates the Board of Directors’ exercise of its fiduciary duty to prudently invest, manage and administer plan assets. As such, all solicitations shall require all Proposers to respond to the survey in order to be qualified to submit an Offer, as outlined in Section C, Minimum Qualification Requirements. Failure to complete the survey shall result in disqualification. Please utilize this link to access and complete on behalf of the entity: CalSTRS DE&I Inclusion Vendor/Contractor Survey.

https://calstrs.az1.qualtrics.com/jfe/form/SV_ekOO3ERdD49In3M

E. PRODUCT/SERVICE DESCRIPTION

Contractor agrees to provide the California State Teachers’ Retirement System (CalSTRS) with the products and services listed below. Prices must be submitted in the format prescribed.

Equipment Description1 Effective Dates Service Term Rate

Estimated Annual Copy Volume* Totals

Xerox C8145 YEAR 1 Color Copies 6/1/2024-5/31/2025 X 1,000,000 Black & White 6/1/2024-5/31/2025 X 1,000,000

Tax Rate 8.25% Year 1 Total

Xerox C8145 YEAR 2 Color Copies 6/1/2025-5/31/2026 X 1,000,000 Black & White 6/1/2025-5/31/2026 X 1,000,000

Tax Rate 8.25% Year 2 Total

Xerox C8145 YEAR 3 Color Copies 6/1/2026-5/31/2027 X 1,000,000 Black & White 6/1/2026-5/31/2027 X 1,000,000

Tax Rate 8.25% Year 3 Total

Xerox C8145 YEAR 4 Color Copies 6/1/2027-5/31/2028 X 1,000,000 Black & White 6/1/2027-5/31/2028 X 1,000,000

Tax Rate 8.25% Year 4 Total

Xerox C8145 YEAR 5 Color Copies 6/1/2028-5/31/2029 X 1,000,000 Black & White 6/1/2028-5/31/2029 X 1,000,000

Tax Rate 8.25% Year 5 Total

GRAND TOTAL COST (BASIS FOR AWARD)

*Actual usage to bill monthly.

1 Equipment Description: Xerox C9145 Serial Numbers

EHQ-387132 EHQ-387130 EHQ-387693 EHQ-387701 EHQ-379127 EHQ-386286 EHQ-387694 EHQ-387863 EHQ-387150 EHQ-387626 EHQ-387687 EHQ-388097 EHQ-387695 EHQ-387978 EHQ-387697 EHQ-387884 EHQ-387217 EHQ-387203 EHQ-387698 EHQ-388091 EHQ-380433 EHQ-379569 EHQ-387853 EHQ-387960 EHQ-386968 EHQ-387982 EHQ-387859 EHQ-387869 EHQ-385071 EHQ-379586 EHQ-387855 EHQ-388048

EHQ-387186 EHQ-380442 EHQ-386775 EHQ-387874 EHQ-386290 EHQ-379611 EHQ-387858

EHQ-385792 EHQ-386015 EHQ-381675 EHQ-387882 EHQ-380375 EHQ-384928 EHQ-387860

ATTACHMENT 1

INFORMATION AND OFFER SHEET

Firm

Firm Name

Street Address

City, State, Zip Code

Cooperative Agreement & Small Business / DVBE Certification

Cooperative Agreement Number

Cooperative Agreement Term Dates

Certified Small Business Enterprise (Yes or No) If yes, provide DGS certification number

Certified Disabled Veteran Business Enterprise (Yes or No) If yes, provide DGS certification number

Administrative Contact

Name

Title

Telephone # (Include area code)

Email Address

Authorized Signer

Name

Title

Telephone # (Include area code)

Email Address

By signing Attachment 1, I (we) certify:

1. The information contained in this offer submission is accurate and that all required documents (e.g., attachments, forms, etc.) to be submitted as a part of this submission are certified to be true and binding upon the Respondent Firm.

2. Our willingness to provide the products and/or services as described in the RFO.

Proposer's Authorized Signature Printed Name

Title Date

ATTACHMENT 2

PROPOSING FIRM REFERENCES

List below three (3) client references, for which your firm has provided copier maintenance and repair services. Submit a recent Client List that supports this information.

Failure to complete and return this Attachment may cause your proposal to be rejected.

REFERENCE 1

Name of Firm

Street Address City State Zip Code

Contact Person Telephone Number

Dates of Service Brief Description of Service Provided

REFERENCE 2

Name of Firm

Street Address City State Zip Code

Contact Person Telephone Number

Dates of Service

Brief Description of Service Provided

REFERENCE 3

Name of Firm Street Address City State Zip Code

Contact Person Telephone Number

Dates of Service

Brief Description of Service Provided

STATEMENT OF WORK

Contractor shall provide to the California State Teachers’ Retirement System (CalSTRS) the services as described herein:

1. Contractor shall provide CalSTRS maintenance and repair services for all 48 Xerox C8145H2 copiers at CalSTRS Headquarters building located at 200 Waterfront Place, West Sacramento, CA 95605-2807.

CalSTRS owns eight (8) C8145H2 machines per floor (6), for which these services are needed.

2. The services shall be provided during CalSTRS normal business hours of 7:30 A.M. – 4:30 P.M. PST, Monday through Friday, except official state holidays.

3. Contractor shall be located within a 50-mile radius of CalSTRS Headquarters site in West Sacramento, CA.

4. Contractor shall provide only trained Xerox-certified technicians for maintenance and repair services of Xerox equipment.

5. Contractor shall be required to check in and out with CalSTRS Business/Facilities Service Office staff to report status of repair and/or parts required to complete the service call.

6. Service shall be “all-inclusive” and billing should be “cost-per-copy” for impressions.

7. Contractor shall consolidate billings into one monthly invoice for all equipment.

8. Contractor shall provide the following:

a. One (1) hour response time by phone.

b. Four (4) hour maximum (3-hour Target) on-site response time on downed (malfunctioning) machines.

c. Two (2) hour (target) repair time.

9. Contractor shall perform all maintenance and repair services on CalSTRS premises. If this cannot be done, Contractor shall work with Business Services Staff and provide proof of the need to remove CalSTRS equipment and provide CalSTRS with free loaner equipment, equivalent to that removed from CalSTRS premises.

Completion Criteria

Deliverables/tasks will include all work assignments identified to be completed. Deliverables/tasks are considered complete after an internal quality assurance process is completed and approved by designated reviewers.

Workers’ Compensation/Employer’s Liability Insurance

Contractor shall maintain statutory workers’ compensation and employer’s liability coverage for all its employees who will be engaged in the performance of the agreement, including special coverage extensions where applicable.

STATE OF CALIFORNIA SCO ID:

STANDARD AGREEMENT AGREEMENT NUMBER

CalSTRS STD 213 (Rev 2/1/2021)

1. This Agreement is entered into between the Contracting Agency and the Contractor named below:

CONTRACTING AGENCY NAME

California State Teachers’ Retirement System (CalSTRS)

CONTRACTOR NAME

2. The term of this Agreement is:

START DATE THROUGH END DATE

[Insert date] [Insert date]

3. The maximum amount of this Agreement is:

$ "Numeric Dollar Amount" US Dollars

"Written Dollar Amount" and xx/100 Dollars

4. The parties agree to comply with the terms and conditions of the following and exhibits, which are by this reference made a part of the Agreement.

CalSTRS Terms and Conditions Exhibit A – Scope of Work Exhibit B – Fee Schedule Exhibit C – Contractor's Authorized/Key Personnel Exhibit D – Teachers’ Retirement Board Governance Manual – Third Party Economic Interest Disclosure Policy Exhibit E – Form 600-H Third Party Economic Interest Disclosure Exhibit F – Contractor Background Investigation Policy Exhibit G – Certification of Contractor's Employee Background Investigation Form Exhibit H – Confidentiality, Non-Disclosure and Acceptable Use Agreement Exhibit I – Personal History Statement Exhibit J – Business and Travel Reimbursements for Excluded/Non-Represented Employees Exhibit K – Travel Expense Claim Exhibit L – CalSTRS Work Authorization

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.

CONTRACTOR

CONTRACTOR NAME (if other than an individual, state whether a corporation, partnership, etc.)

CONTRACTOR BUSINESS ADDRESS CITY STATE ZIP

PRINTED NAME AND TITLE OF PERSON SIGNING

BY (Authorized Signature) DATE SIGNED

STATE OF CALIFORNIA

AGENCY NAME

California State Teachers’ Retirement System

ADDRESS CITY STATE ZIP

100 Waterfront Place West Sacramento CA 95605

PRINTED NAME AND TITLE OF PERSON SIGNING

Select Signatory BY (Authorized Signature) DATE SIGNED

CALIFORNIA DEPARTMENT OF GENERAL SERVICES APPROVAL Exempt per:

Exempt from approval by the Department of General Services Per California Constitution, Article XVI, Section 17.

AGENCY NAME

parties agree to comply with the terms and conditions of the following and exhibits, which are by this reference made a part parties agree to comply with the terms and conditions of the following and exhibits, which are by this reference made a part of the Agreement.of the Agreement.

Third Party Economic Interest Disclosure PolicyThird Party Economic Interest Disclosure Policy

Certification of Contractor's Employee Background Investigation FormCertification of Contractor's Employee Background Investigation Form Disclosure and Acceptable Use AgreementDisclosure and Acceptable Use Agreement

Business and Travel Reimbursements for Excluded/NonBusiness and Travel Reimbursements for Excluded/Non-Represented EmployeesRepresented Employees

WHEREOF, this Agreement has been executed by the parties hereto.WHEREOF, this Agreement has been executed by the parties hereto.

CONTRACTORCONTRACTOR

(if other than an individual, state whether a corporation, partnership, etc.)(if other than an individual, state whether a corporation, partnership, etc.)

CONTRACTOR BUSINESS ADDRESSCONTRACTOR BUSINESS ADDRESS

PRINTED NAME AND TITLE OF PERSON SIGNINGPRINTED NAME AND TITLE OF PERSON SIGNING

(Authorized Signature)(Authorized Signature)

California State Teachers’ Retirement SystemCalifornia State Teachers’ Retirement System

Waterfront PlaceWaterfront Place

PRINTED NAME AND TITLE OF PERSON SIGNING

Sample Contract

A. INTRODUCTION

The California State Teachers’ Retirement System (CalSTRS) and "Contractor's Name" (Contractor) enter into this Agreement to provide "[Briefly describe services to be provided. If applicable include Exhibit.]" in accordance with Exhibit A, Scope of Work, attached hereto and incorporated herein.

B. AGREEMENT CONTACTS

1. Contractor

a) Contractor liaison for services shall be "Name, Title, Telephone Number and Email Address."

b) Correspondence may be addressed to "physical address."

2. CalSTRS

a) CalSTRS Business Contract Liaison/Coordinator for services shall be "Name, Title, Telephone Number, Email Address, and Mail Stop."

b) CalSTRS Business Contract Manager for services shall be "Name, Title, Telephone Number, Email Address, and Mail Stop."

c) Correspondence may be addressed to the California State Teachers’ Retirement System, 100 Waterfront Place, West Sacramento, CA 95605 or P.O. Box 15275, Sacramento, CA 95851-0275.

d) Any notices to be given shall be in writing and served to CalSTRS either personally or delivered by mail to the address listed above, including:

"Branch Title/Name" "Exec's Name" , Deputy Chief Executive Officer

C. TERM

The term of this Agreement shall be from "Start Date" through "End Date" .

D. FEES

1. The total amount of this Agreement shall not exceed $"Numeric Dollar Value" (US dollars), unless amended in writing, approved and signed by CalSTRS CEO or designee.

2. Fees shall be calculated as "Enter if easily broken down otherwise direct them to the Fee Schedule Exhibit" .

tor liaison for services shall be tor liaison for services shall be "Name, Title, Telephone Number and Email Address."

b) Correspondence may be addressed to "physical address.""physical address."

ContractContract Liaison/Coordinator Liaison/Coordinator for services shall befor services shall be "Name, Title, Telephone Number, Email Address, and Mail Stop.""Name, Title, Telephone Number, Email Address, and Mail Stop."

CalSTRS Business CalSTRS Business ContractContract Manager for services shall beManager for services shall be "Name, Title, Telephone Number, Email Address, and Mail Stop."phone Number, Email Address, and Mail Stop."

Correspondence may be addressed to the California State Teachers’Correspondence may be addressed to the California State Teachers’ Retirement System, 100 Waterfront Place, West Sacramento, CA 95605 orRetirement System, 100 Waterfront Place, West Sacramento, CA 95605 or P.O. Box 15275, Sacramento, CA 95851-0275.P.O. Box 15275, Sacramento, CA 95851-0275.

d) Any notices to be given shall be in writing and served to CalSTRS eitherAny notices to be given shall be in writing and served to CalSTRS either personally or delivered by mail to the address listed above, including:personally or delivered by mail to the address listed above, including:

"Exec's Name"

C. TERMTERM

The term of this Agreement shall be from The term of this Agreement shall be from

FEES

E. BUDGET DETAIL AND PAYMENT PROVISIONS

1. Invoicing and Payment

a) For services satisfactorily rendered, and upon receipt and approval of the invoices, CalSTRS agrees to compensate the Contractor for actual expenditures incurred in accordance with the rates specified herein, which is attached hereto and made a part of this Agreement.

b) Invoices shall be submitted not more frequently than in monthly arrears to the following options:

1) Facilities Mail & Imaging Services, E-mail address:

FMIS - CorporateImagingServices@CalSTRS.com; or

2) CalSTRS Vendor Portal:

https://partners.calstrs.com:4343/irj/portal; or

3) Hard copy, mailed to:

CalSTRS, P.O. Box 15275, Sacramento, CA 95851-0275

c) Invoice(s) must include: 1) CalSTRS Agreement Number; 2) Contractor’s name, address and telephone number; 3) itemized description of services including detailed cost and date(s) of services; and 4) total amount of invoice in US dollars.

2. Budget Contingency Clause

a) 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, CalSTRS 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.

b) If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, CalSTRS shall have the option to either cancel this Agreement with no liability occurring to CalSTRS, or offer an Agreement amendment to Contractor to reflect the reduced amount.

3. 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.

ces satisfactorily rendered, and upon receipt and approval of theces satisfactorily rendered, and upon receipt and approval of the invoices, CalSTRS agrees to compensate the Contractor for actualinvoices, CalSTRS agrees to compensate the Contractor for actual expenditures incurred in accordance with the rates specified herein, whichexpenditures incurred in accordance with the rates specified herein, which part of this Agreement.part of this Agreement.

Invoices shall be submitted not more frequently than in monthly Invoices shall be submitted not more frequently than in monthly arrears toarrears to

Facilities Mail & Imaging Services, EFacilities Mail & Imaging Services, E-mail addressmail address

- CorporateImagingServices@CalSTRS.com- CorporateImagingServices@CalSTRS.com; or; or

2) CalSTRS Vendor Portal:2) CalSTRS Vendor Portal:

https://partners.calstrs.com:4343/irj/portalhttps://partners.calstrs.com:4343/irj/portal; or; or

3) Hard copy, mailed to:3) Hard copy, mailed to:

RS, P.O. Box 15275, Sacramento, CA 95851-0275RS, P.O. Box 15275, Sacramento, CA 95851-0275

Invoice(s) must include: 1) CalSTRS Agreement Number; 2) Contractor’sInvoice(s) must include: 1) CalSTRS Agreement Number; 2) Contractor’s name, address and telephone number; 3) itemized description of servicesname, address and telephone number; 3) itemized description of services including detailed cost and date(s) of services; and including detailed cost and date(s) of services; and invoice in US dollars.invoice in US dollars.

2. Budget Contingency Clause2. Budget Contingency Clause

a) It is mutIt is mutually agreed that if the Budget Act of the current year and/or anyually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriatesubsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall be of no further forcesufficient funds for the program, this Agreement shall be of no further force and effect.and effect. In this event, CalSTRS shall have no liability to pay any fundsthis event, CalSTRS shall have no liability to pay any funds whatsoever to Contractor or to furnish any other considerations under thiswhatsoever to Contractor or to furnish any other considerations under this Agreement and Contractor shall not be obligated to perform any provisionsAgreement and Contractor shall not be obligated to perform any provisions of this Agreement.of this Agreement.

b) If funding for any fiscal year is reduced or deleted by the Budget Act forIf funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, CalSTRS shall have the option to either cancel

4. Travel

Contractor's travel expenses that are necessary, requested and authorized by CalSTRS shall be reimbursed at a rate not to exceed that authorized under State law and the Department of Human Resources rules for California State excluded/non-represented employees as described in Exhibit , Business and Travel Reimbursements for Excluded/Non-represented Employees. Reimbursement will be made upon receipt of a correct Travel Expense Claim (Standard Form 262), Exhibit , submitted with actual expense receipts attached.

F. WARRANTIES (#1 ONLY INCLUDED IN CONSULTING AGREEMENTS. DELETE

#1 IF NOT A CONSULTING AGREEMENT)

1. Contractor warrants that it maintains errors and omissions insurance providing a prudent amount of coverage for negligent acts or omissions and that such coverage is applicable to Contractor’s actions under the Contract.

2. Contractor warrants that it has implemented and enforces a policy designed to insure that its employees and individuals subject to its control do not engage in insider trading proscribed by federal and state securities laws and regulations.

3. Contractor warrants that it maintains insurance coverage for injuries to persons and/or property damage as may arise from or in conjunction with, the work performed on behalf of CalSTRS, its agents, representatives, employees or subcontractors.

G. GENERAL TERMS AND CONDITIONS

1. Timeliness

Time is of the essence in this Agreement.

2. Approval

This Agreement is of no force or effect until signed by both parties. Contractor may not commence performance until approval has been obtained.

3. Amendment

No amendment or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties. No oral understanding or agreement not incorporated in the Agreement is binding on any of the parties.

STRS shall be reimbursed at a rate not to exceed that authorized under State law rules for California State excluded/nonrules for California State excluded/non

Business and TravelBusiness and Travel represented Employees.represented Employees. Reimbursement willReimbursement will upon receipt of a correct Travel Expense Claim (Standard Form 262),upon receipt of a correct Travel Expense Claim (Standard Form 262), , submitted with actual expense receipts attached., submitted with actual expense receipts attached.

#1 ONLY INCLUDED IN CONSULTING AGREEMENTS. DELETE#1 ONLY INCLUDED IN CONSULTING AGREEMENTS. DELETE warrants that it maintains errors and omissions insurance providing awarrants that it maintains errors and omissions insurance providing a prudent amount of coverage for negligent acts or omissions and that such coverageprudent amount of coverage for negligent acts or omissions and that such coverage

Contractor’s actions under the Contract.Contractor’s actions under the Contract.

warrants that it has implementedwarrants that it has implemented and enforces a policy designed to insure that its employees and individuals subject to its control do not engage ininsure that its employees and individuals subject to its control do not engage in insider trading proscribed by federal and state securities laws and regulations.insider trading proscribed by federal and state securities laws and regulations.

warrants that it maintains insurance coverage fwarrants that it maintains insurance coverage f and/or property damage as may arise from or in conjunction with, the workand/or property damage as may arise from or in conjunction with, the work performed on behalf of CalSTRS, its agents, representatives, employees orperformed on behalf of CalSTRS, its agents, representatives, employees or subcontractors.

GENERAL TERMS AND CONDITIONSGENERAL TERMS AND CONDITIONS

TimelinessTimeliness

Time is of thTime is of the essence in this Agreement.

2. Approval2. Approval

This AgreThis Agreement is of no force or effect until signed by both parties.

not commence performance until approval has been obtained.not commence performance until approval has been obtained.

3. Amendment

4. Taxes

Unless otherwise required by law, CalSTRS is exempt from Federal excise taxes.

CalSTRS will only pay for any state or local sales or use taxes on the services rendered or goods supplied to CalSTRS pursuant to this Agreement. These payments are included in the monetary value of the Agreement.

5. Severability

Should any provision(s) of this Agreement be declared or found to be illegal, unenforceable, ineffective or void, then each party shall be relieved of any obligations arising in such provision(s); the balance of this Agreement, if capable of performance, shall remain and continue in full force and effect.

6. Force Majeure

Neither party shall be liable to the other for delay in or failure of performance, nor shall any such delay in or failure of performance constitute default, if such delay or failure is caused by “Force Majeure.” Such causes may include, but are not restricted to, Acts of God or of the public enemy, acts of the State in its sovereign capacity, fires, floods, power failure, disabling strikes, epidemics, quarantine restrictions, and freight embargoes.

Contractor confirms that the goods/services to be provided to CalSTRS are not affected by the current COVID-19 Pandemic and that Contractor is able to perform under the Agreement.

7. Nondiscrimination

During the performance of this Agreement, Contractor and its subcontractors, as well as their agents and employees, shall not unlawfully discriminate, harass or allow harassment, against any employee or applicant for employment because of sex, gender, gender identity, gender expression, sexual orientation, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (including health impairments related to or associated with a diagnosis of cancer for which a person has been rehabilitated or cured), genetic information, age (40 or over), marital status, veteran or military status and use of family and medical care leave pursuant to federal law or state law.

Contractors and subcontractors, as well as their agents and employees, shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Contractor and subcontractors, as well as their agents and employees, shall comply with the provisions of the California Fair Employment and Housing Act (Government Code, section 12900 et seq.) and the applicable regulations promulgated thereunder (Title 2, California Code of Regulations, section 11000 et seq.). The applicable regulations of the Civil Rights Department implementing Government Code, section 12990 (a)-(f), set forth in Chapter 5 of Division 4.1 of Title 2 of the California Code of Regulations ovision(s) of this Agreement be declared or found to be illegal,ovision(s) of this Agreement be declared or found to be illegal, unenforceable, ineffective or void, then each party shall be relieved of anyunenforceable, ineffective or void, then each party shall be relieved of any obligations arising in such provision(s); the balance of this Agreement, if capableobligations arising in such provision(s); the balance of this Agreement, if capable of performance, shall remain and continue in full force and effect.of performance, shall remain and continue in full force and effect.

r party shall be liable to the other for delay in or failure of performance, norr party shall be liable to the other for delay in or failure of performance, nor shall any such delay in or failure of performance constitute default, if such delay orshall any such delay in or failure of performance constitute default, if such delay or failure is caused by “Force Majeure.”failure is caused by “Force Majeure.” Such causes may include, but are notSuch causes may include, but are not restricted to, Acts of God or of the public enemy, acts of the State in its sovereignrestricted to, Acts of God or of the public enemy, acts of the State in its sovereign capacity, fires, floods, power failure, disabling strikes, epidemics, quarantinecapacity, fires, floods, power failure, disabling strikes, epidemics, quarantine restrictions, and freight embargrestrictions, and freight embargoes.oes.

Contractor confirms that the goods/services to be provided to CalSTRS are notContractor confirms that the goods/services to be provided to CalSTRS are not affected by the current COVIDaffected by the current COVID--19 Pandemic and that Contractor is able to perform19 Pandemic and that Contractor is able to perform under the Agreement.under the Agreement.

NondiscriminationNondiscrimination

During theDuring the performance of this Agreement, Contractor and its subcontractors, as performance of this Agreement, Contractor and its subcontractors, as well as their agents and employees, shall not unlawfully discriminate, harass orwell as their agents and employees, shall not unlawfully discriminate, harass or allow harassment, against any employee or applicant for employment because ofallow harassment, against any employee or applicant for employment because of sex, gender, gender identity, gender expression, sexual orientation,gender, gender identity, gender expression, sexual orientation, ancestry, religious creed, national origin, physical disability (including HIV andancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (including health impairments relatedAIDS), mental disability, medical condition (including health impairments related to or associated with a dito or associated with a di or cured), genetic information,or cured), genetic information, statusstatus and use of family and medical care leave pursuant to federal lawand use of family and medical care leave pursuant to federal law Contractors and subcontrContractors and subcontr that the evaluation and treatment of their employees and applicants for employment are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.

Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement.

Assignment

This Agreement is not assignable by the Contractor, either in whole or in part, without the consent of CalSTRS in the form of a formal written agreement.

Confidentiality Contractor, in the course of its duties, may handle investment, financial, accounting, statistical, personal, technical and other data and information relating to CalSTRS and its members. All such information is confidential, and, unless permitted by CalSTRS in writing, Contractor shall not disclose such information, directly or indirectly, or use it in any way, either during the term of the Agreement or any time thereafter, except as required to perform its duties under this Agreement. Any disclosure of information contrary to this provision shall be considered a material breach of this Agreement. Contractor warrants that only those who are authorized and required to use such materials will have access to them.

Failure to comply with this provision will subject Contractor to liability, including all damages to CalSTRS and third parties. Contractor Personnel who may, in the course of their duties, have access to any CalSTRS information and/or assets, must individually comply with CalSTRS Information Security form entitled Confidentiality, Non-Disclosure and Acceptable Use Agreement (Exhibit ) prior to engaging work with CalSTRS. Contractor’s Authorized Representative, that has authority to act on behalf of the Entity and its employees, must certify and sign Exhibit prior to work with CalSTRS.

Security Contractor shall perform a background investigation on all of Contractor’s employees assigned to perform any part of the services hereunder, or who shall access any of CalSTRS Confidential Information (the “Contractor Personnel”).

Contractor’s background investigation shall consist of the components prescribed in CalSTRS’ Contractor Background Investigation Policy (Exhibit ). All Contractor Personnel must successfully complete and pass Contractor’s background investigation prior to providing services or accessing Confidential Information hereunder. Compliance with CalSTRS Contractor Background Investigation Policy must be affirmed with submission of a completed Certification of Contractor’s Employee Background Investigation Form (Exhibit ) listing each of Contractor’s Personnel. Contractor shall keep such form updated to reflect any changes to its Contractor Personnel. Contractor shall ensure that employees of its

Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement. clause in all subcontracts to perform work under this Agreement.

Contractor, either either in whole whole or in part, formal writtenformal written a agreement.greement.

duties, may may handle investment, investment, financial,financial, accounting, statistical, personal, technical accounting, statistical, personal, technical and and other other datadata and information relatingand information relating ll suchll such in informationformation is is confidential, and, confidential, and, writing, Contractor writing, Contractor shall shall not disclose not disclose it in any way, eitherin any way, either during the during the term term ex exceptcept as ascept r requiredequired to perform

Agreement. Any disclosure Agreement. Any disclosure of of information information contrary to this material breach breach of of this this Agreement. Agreement. Contractor authorized and requiredequired t tequiredequired oo u use suchse such m materials omplyomply w with this p provisionrovision w will subject Contractorill subject Contractor all damages to to C CalSTRSalSTRS and th thirdird parties.arties.

of their duties, their duties, have have access access to to any CalSTRS individually individually comply with comply with CalSTRSCalSTRS Confidentiality, Non-DConfidentiality, Non-Disclosure andisclosure and to engaging work with CalSTRS.to engaging work with CalSTRS.

authority to act on behalf authority to act on behalf of the ExhibitExhibit prior prior to work with CalSTRS.to work with CalSTRS.

SecuritySecurity Contractor Contractor shall shall employees employees assigned assigned access access any any Contractor’s Contractor’s inin C Contractor subcontractors or agents also satisfy appropriate background investigation criteria.

Contractor shall provide CalSTRS (or its designee) with documentation providing evidence of Contractor’s background investigation of Contractor Personnel upon the reasonable request of CalSTRS.

Further, all Contractor Personnel must submit to CalSTRS the Personal History Statement (Exhibit ) identifying any relatives of the contract employee that are CalSTRS members, beneficiaries, or employees.

11. Contractor Employee Relationship

Contractor understands and acknowledges that the personnel provided to CalSTRS under this Agreement are the employees of the Contractor or Independent Contractors who have a contractual relationship with the Contractor. Contractor agrees to indemnify, defend and hold harmless CalSTRS from any and all claims made against it including, but not limited to, claims for salaries, liability for tax withholding, workers’ compensation, disability or miscellaneous employment benefits, whether based on tort, contract or other theories of recovery arising out of injury, disability, or death of Contractors’ employees or Independent Contractors.

12. Titles/Section Headings

Titles or headings are not part of this Agreement, are for convenience of reference only, and shall have no effect on the construction or legal effect of this Agreement.

13. Choice of Law

This Agreement and any controversy or claim arising out of or relating to this agreement, or the breach thereof shall be administered, construed, governed and enforced according to the laws of the State of California (without regard to any conflict of laws provisions) to the extent such laws have not been preempted by applicable federal law. Any suit brought hereunder (including any action to compel arbitration or to enforce any award or judgment rendered thereby) shall be brought in the state or federal courts sitting in Sacramento, California, the parties hereby waiving any claim or defense that such forum is not convenient or proper. Each party agrees that any such court shall have in personal jurisdiction over it and consents to service of process in any manner authorized by California law.

14. Independent Contractor

Contractor, and the agents and employees of Contractor, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of CalSTRS or the State of California.

must submit to CalSTRS the Personal identifying any relatives of the contract employee identifying any relatives of the contract employee or understands and acknowledges that the personnel provided to CalSTRSor understands and acknowledges that the personnel provided to CalSTRS under this Agreement are the employees of the Contractor or Independentunder this Agreement are the employees of the Contractor or Independent Contractors who have a contractual relationship with the Contractor.Contractors who have a contractual relationship with the Contractor. Contractor Contractor agrees to indemnify, defend and hold harmless CalSTRS from any and all claimsagrees to indemnify, defend and hold harmless CalSTRS from any and all claims mited to, claims for salaries, liability for taxmited to, claims for salaries, liability for tax withholding, workers’ compensation, disability or miscellaneous employmentwithholding, workers’ compensation, disability or miscellaneous employment benefits, whether based on tort, contract or other theories of recovery arising out ofbenefits, whether based on tort, contract or other theories of recovery arising out of injury, disability, or death of Contractors’ employees or Independent Contractors.injury, disability, or death of Contractors’ employees or Independent Contractors.

Titles/Section Headings r headings are not part of this Agreement, are for convenience of referencer headings are not part of this Agreement, are for convenience of reference only, and shall have no effect on the construction or legal effect of this Agreement.only, and shall have no effect on the construction or legal effect of this Agreement.

Choice of LawChoice of Law

This AgThis Agreement and any controversy or claim arising out of or relating to thisand any controversy or claim arising out of or relating to this agreement, or the breach thereof agreement, or the breach thereof enforced according to the laws of the State of California (without regard to anyenforced according to the laws of the State of California (without regard to any conflict of lawsconflict of laws provisions) to the extent such laws have not been preempted byprovisions) to the extent such laws have not been preempted by applicable federal law. applicable federal law. Any suit brought hereunder (including any action to compelAny suit brought hereunder (including any action to compel arbitration or to enforce any award or judgment rendered thereby) shall be broughtarbitration or to enforce any award or judgment rendered thereby) shall be brought in the state or federal coin the state or federal co waiving any claim or defense that such forum is not convenient or proper.waiving any claim or defense that such forum is not convenient or proper.

party agrees that any such court shall have in personaparty agrees that any such court shall have in persona consents to service of process in anyconsents to service of process in any

14. Independent Contractor14. Independent Contractor

15. Signatures & Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties agree to the terms of this Agreement and have caused this Agreement and its exhibits to be signed by their duly authorized representatives.

Any manually executed signature page to this Agreement and its exhibits delivered by a part by facsimile or other electronical mail in .PDF form shall be deemed to be an original signature hereto. Additionally, CalSTRS may provide the option for the parties to electronically sign this Agreement and exhibits via DocuSign or by other electronic method prescribed by CalSTRS. Any counterpart delivered using any of foregoing methods and effect as original signature, which together shall constitute one and the same instrument.

16. Unenforceable Provision

In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have full force and effect and shall not be affected thereby.

17. Entire Agreement

This Agreement contains all representations and the entire understanding between the parties with respect to the subject matter herein. If applicable, the competitive process as it may have been amended and clarified by CalSTRS prior to the award of this Agreement as well as the Contractor’s proposal/bid shall be considered part of this Agreement. However, in the event a conflict in interpretation arises, the agreement document shall prevail. Any correspondence, memoranda or agreements shall be replaced in total by this Agreement.

18. Compensation

The consideration to be paid Contractor, as provided herein, shall be as compensation for all of Contractor's expenses incurred in the performance hereof, including travel, per diem, and state and local sales and use taxes, unless otherwise expressly so provided.

19. Knowledge Transfer

Where appropriate, Contractor’s obligations under the terms of this Agreement include a “knowledge transfer” to CalSTRS. “Knowledge transfer” is defined as that personal and/or technical knowledge or information which will enable, or enhance the ability of, CalSTRS staff to maintain and operate contracted-for programs, equipment and facilities.

If the Agreement includes the purchase of equipment, “knowledge transfer” shall also include education and training, including all relevant documentation, to enable nd its exhibits to be signed by their duly authorized representatives.

Any manually executed signature page to this Agreement and its exhibits deliveredAny manually executed signature page to this Agreement and its exhibits delivered by a part by facsimile or other electronical mail in .PDF form shall be deemed toby a part by facsimile or other electronical mail in .PDF form shall be deemed to be an original signature hereto. Additionally, CalSTRS may provide the option forbe an original signature hereto. Additionally, CalSTRS may provide the option for the parties to electronically sign this Agreement and exhibits via DocuSign or bythe parties to electronically sign this Agreement and exhibits via DocuSign or by other electronic method prescribed by CalSTRS. Any counterpart delivered usingother electronic method prescribed by CalSTRS. Any counterpart delivered using any of foregoing methods and effect as original signature, which together shallany of foregoing methods and effect as original signature, which together shall nt that any provision of this Agreement is unenforceable or held to bent that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisionunenforceable, then the parties agree that all other provisions of this Agreements of this Agreement have full force and effect and shall not be affected thereby.have full force and effect and shall not be affected thereby.

ement contains all representations and the entire understanding betweenement contains all representations and the entire understanding between the parties with respect to the subject matter herein.the parties with respect to the subject matter herein.

process as it may have been amended and clarified by CalSTRS prior to the awardprocess as it may have been amended and clarified by CalSTRS prior to the award of this Agreement as well as the Contractor’s proposal/bid shall be considered partof this Agreement as well as the Contractor’s proposal/bid shall be considered part of this Agreement. However, in the event a conflict in interpretation arises, theof this Agreement. However, in the event a conflict in interpretation arises, the agreement document shall prevail.agreement document shall prevail. Any correspondence, memoranda or agreementsAny correspondence, memoranda or agreements shall be replaced in total by this Agreement.shall be replaced in total by this Agreement.

18. Compensation18. Compensation

The consideThe consideration to be paid Contractor, as provided herein, shall be as compensation for all of Contractor's expenses incurred in the performance hereof,compensation for all of Contractor's expenses incurred in the performance hereof, including travel, per diem, and state and local sales and use taxes, unless otherwiseincluding travel, per diem, and state and local sales and use taxes, unless otherwise expressly so provided.expressly so provided.

19. Knowledge Transfer19. Knowledge Transfer

Where app

CalSTRS to maintain the equipment based on Contractor’s methodology. The Contractor agrees that CalSTRS may reproduce such documentation for its own use in maintaining the equipment.

Any additional training or instruction necessary to realize the “knowledge transfer” shall be provided at no additional cost to CalSTRS.

H. AFFIRMATIVE COVENANTS

1. Permits and Licenses

Contractor shall carry out its duties and responsibilities herein in accordance with, be limited in the exercise of its rights by, and observe and comply with, all federal, state, city and county laws, rules or regulations affecting services under this Agreement. Contractor shall procure and keep in full force and effect during the term of this Agreement all permits and licenses necessary to accomplish the work contemplated in this Agreement.

2. Reports and/or Meetings

a) Contractor shall provide oral or written progress reports as requested by CalSTRS to determine if Contractor is performing to expectations or is on schedule, to provide communication of interim findings, and to afford occasions for discussing and resolving problems encountered.

b) Contractor shall meet with CalSTRS staff and/or the board upon request to discuss progress on the Agreement or to…