rfq_13269_rectangular_shade_awnings_and_installation.pdf

County of San Diego Date Issued: July 17, 2026

REQUEST FOR QUOTATION

(this RFQ is a request for information, not an order)

RFQ Number: 13269 CONTRACTING OFFICER:

RFQ TITLE: Rectangular Shade Awnings and Installation Joshua Blandino, Procurement Specialist

QUOTATIONS

DUE: July 24, 2026, 5:00 PM Phone: (619) 372-1908

QUESTIONS DUE: July 22, 2026, 5:00 PM Email: Joshua.Blandino@sdcounty.ca.gov

SUBMITTING YOUR QUOTATION:

Submit your response, including completed forms via BuyNet

AWARD: Will be based on:

EACH ITEM EACH LOT

TOTAL (ALL ITEMS)

DESCRIPTION

THE COUNTY OF SAN DIEGO IS SEEKING QUOTES FROM QUALIFIED FIRMS (OFFERORS) TO PROVIDE RECTANGULAR SHADE AWNINGS AND INSTALLATION SERVICES IN ACCORDANCE WITH THE TERMS & CONDITIONS CONTAINED WITHIN. THE COUNTY ANTICIPATES AWARDING A ONE-TIME CONTRACT.

SEE THE EXHIIT A – STATEMENT OF WORK AND EXHIBIT C – PAYMENT SCHEDULE FOR A DETAILED

DESCRIPTION OF THE COUNTY’S REQUIREMENTS.

THIS REQUEST FOR QUOTATION INCLUDES AN RFQ SUBMISSION CHECKLIST TO BE COMPLETED BY

OFFERORS.

A JOB WALK IS SCHEDULED FOR MONDAY, JULY 20, 2026 AT 9:00 AM AT POLINSKY CHILDREN’S CENTER (PCC), 9400 RUFFIN COURT, SAN DIEGO, CA 92123. THIS SITE VISIT WILL PROVIDE OFFERORS THE OPPORTUNITY TO VIEW THE LOCATION WHERE SERVICES ARE TO BE PERFORMED. ATTENDANCE AT THE JOB WALK/SITE INSPECTION IS ENCOURAGED BUT NOT REQUIRED. RSVPS ARE REQUIRED BY SUBMITTING A MESSAGE USING THE DISCUSSION FUNCTIONALITY ON BUYNET BY MONDAY, JULY 20, 2026, 8:45 AM.

IN THE EVENT THE TOTAL CONTRACT VALUE EXCEEDS $25,000, A PAYMENT BOND AND PERFORMANCE

BOND EQUAL TO 100% OF THE CONTRACT TOTAL WILL BE REQUIRED.

COUNTY OF SAN DIEGO

REQUEST FOR QUOTATION (RFQ) 13269 – RECTANGULAR SHADE AWNINGS AND INSTALLATION

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SUBMISSION CHECKLIST

SUBMISSION CHECKLIST

☐ Submit a completed and signed Offeror’s Cover Page (PC600) form

• https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC600_dpc_Offerors_Cover_Page.pdf

☐ Submit a completed and signed Representations and Certifications form (PC601)

• https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC601_dpc_Reps_and_Certs.pdf

☐ Submit a completed and signed Small-Local Business Self-Certification Form (PC610)

• All Offerors are encouraged to complete this form to support County data collection.

• https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC610_dpc_Small_Local_Self_Cert.pdf

☐ Submit a completed and signed Nondisclosure Indemnification Agreement (PC620) (if applicable).

• Required if submitting Confidential/Proprietary Information (see information in Terms and Conditions below)

• https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC620_dpc_Nondisclosure_Indemnity.pdf

☐ Submit a completed Pricing Schedule.

• (Page 9), https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC600_dpc_Offerors_Cover_Page.pdf https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC601_dpc_Reps_and_Certs.pdf https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC610_dpc_Small_Local_Self_Cert.pdf https://www.sandiegocounty.gov/content/dam/sdc/purchasing/docs/PC620_dpc_Nondisclosure_Indemnity.pdf

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TERMS AND CONDITIONS OF REQUEST FOR QUOTATION

RESPONSES: Your response is due through electronic upload to BuyNet on the specified close date and time, local San Diego time. If Offeror is unable to submit via BuyNet for any reason, Offeror may submit by email or mail to the listed Contracting Officer, or by personal delivery to the Purchasing and Contracting front desk. Please use these methods only if unable to submit through BuyNet. If mailed or delivered, the above RFQ No. should be included on the front of the envelope.

It is the Offeror’s responsibility to submit based on the most current RFQ, addenda thereto, responses to Questions, any other information posted on BuyNet, and any diligence material made available by the County. Offerors are advised to regularly check BuyNet for information. The County has no obligation to contact Offerors directly with any such RFQ-related information.

• In order to see all information related to this RFQ, to submit Questions, and to receive notifications of updates, Offerors must select “Participate in RFx” for this solicitation in BuyNet.

Forms required to be submitted with Offeror’s Quotation are included in this RFQ or posted on the County’s web site at https://www.sandiegocounty.gov/content/sdc/purchasing/purchasing-forms.html. Posted forms may be updated from time to time. Unless otherwise specified, Offerors may submit the version of a form in place as of the date of RFQ issuance or any later version.

This is a request for information, and quotations furnished are not offers.

QUESTIONS: Please submit questions and requests for clarification related to definition or interpretation of this RFQ in writing to the contracting officer before the Questions Due date/time listed in this RFQ. Those received after this date may not be answered at the discretion of the County.

PRICING: The County may award a contract on the basis of initial quotations. Your price(s) should be the lowest possible for the RFQ requirements. Omit Sales and Use Taxes unless otherwise specified.

The Estimated Quantities in the Pricing Schedule are provided solely for evaluation of quotations. They represent approximate anticipated use based on historical consumption. If the County’s actual requirements do not result in orders in the quantities described as “estimated” in the Schedule, that fact shall not constitute the basis for price adjustment.

EVALUATION AND AWARD. Quotations are subject to acceptance at any time within 90 days after submission due date/time, unless otherwise stipulated by the County. This RFQ is an informal negotiated procurement process. Lowest price may not always be the sole criteria for award of an RFQ. The County reserves the right to waive a variation in specification if, in the opinion of the County, such variation does not materially change the item or its performance within parameters acceptable to the County. The County reserves the right to reject any or all quotations and to accept or reject any item(s) thereon, or waive any informality in the quotation. The County reserves the right to perform a pre-award survey of the offeror to determine capability to perform, including but not limited to facilities, financial responsibility, materials/supplies, and past performance. The determination of the County as to an Offeror’s prospective ability to perform the contract shall be conclusive.

SAMPLES: Samples, at Offeror’s expense, may be required for evaluation by the County. Delivery of sample must be scheduled with contracting officer and provided within required timeline. The County shall have the right to review sample and to determine if such sample is acceptable. The County’s decision to award is contingent upon its acceptance of the products provided in the sample. During the term of the award, the County must approve any substitutions from the initial sample in writing in advance of substitution. In no event shall the supplier be permitted to increase prices on the basis of substituted item(s).

Sample, if not destroyed by tests, will, upon request, be returned at Offeror’s expense. Offeror must advise contracting officer at time of sending sample that they must be returned, provide return address and Federal Express account number.

BRAND NAME OR EQUAL: If items called for in this Request for Quotation have been identified in the schedule by a "brand name or equal" description, such identification is intended to be descriptive, but not restrictive, and is to indicate the quality and characteristics of products (including products of brand name manufacturer s other than the one described by https://www.sandiegocounty.gov/content/sdc/purchasing/purchasing-forms.html

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the brand name) to be considered for award if such products are determined by the County to meet fully the salient characteristic requirements listed in the request.

Unless the offeror clearly indicates in the quotation that an "or equal" product is being offered, quotation shall be considered as offering the brand name product specified.

If the offeror proposes to furnish an "equal” product, the brand name, if any, of the product to be furnished shall be inserted in the space provided in the request for quotation, or such product shall be clearly identified in the quotation. The evaluation of the quotation and the determination as to equality of the product offered shall be the responsibility of the County and will be based upon the information furnished by the offeror, or identified in the quotation as well as other information reasonably available to the purchasing activity. Caution to offerors: the purchasing activity is not responsible for locating or securing any information which is not identified in the quotation and reasonably available to the purchasing activity. Accordingly, to insure that sufficient information is available, the offeror must furnish, as part of the quotation, all descriptive material (such as cuts, illustrations, drawings, or other information) necessary for the purchasing activity to (i) determine whether the product offered meets the salient characteristic requirements of the request for quotation, and (ii) establish exactly what the offeror proposes to furnish and what the County is binding itself to purchase by making an award. The information furnished may include specific references to information previously furnished or to information otherwise available to the purchasing activity.

If the offeror proposes to modify a product so as to make it conform to the requirements of the Request for Quotation, he shall (i) include in the quotation a clear description of such modifications and (ii) clearly mark any description to show the proposed modifications.

DUTY TO INQUIRE: Should the Offeror find discrepancies in or omissions from the RFQ, plans, specifications or other documents, or should the Offeror be in doubt as to their meaning, the Offeror must at once notify the Buyer, in writing. If the point in question is not clearly and fully set forth, a written addendum will be issued and emailed to Offerors.

CONFIDENTIAL/PROPRIETARY INFORMATION: If confidential/proprietary is contained within the submission:

1) It must be submitted in a separate file or document marked as EXHIBIT–CONFIDENTIAL/PROPRIETARY;

2) Responses to solicitation requirements that include the confidential/proprietary information, shall refer to the response contained within the EXHIBIT–CONFIDENTIAL/PROPRIETARY (for example: If submittal requirement #1 requires staff Social Security Numbers, the response to requirement #1 shall reflect “see response #1 contained within Exhibit-Confidential/Proprietary”); and

3) It must include a signed Nondisclosure Indemnification Agreement (PC620).

NOTE: As a Public Agency, the County of San Diego must adhere to the California Public Records Act, therefore pricing cannot be considered confidential/proprietary.

TERMS OF RESULTING CONTRACTS: Any contract(s) resulting from this RFQ will be based upon the Draft Agreement included in this RFQ. The Statement of Work, Pricing Schedule, and any other exhibits will be added based upon the successful Offeror’s response and successful contract finalization negotiations.

Payment terms are NET 30, unless terms more favorable to the County are included in Offerors quotation. Note: qualified Small-Local Businesses may be eligible for more advantageous payment terms including NET15, in accordance with Board Policy B-53 Small-Local Business Policy (SLBP).

AVAILABILITY OF FUNDING: The County's obligation for payment of any contract beyond the current fiscal year end is contingent upon the availability of funding from which payment can be made. No legal liability on the part of the County shall arise for payment beyond June 30 of the calendar year unless funds are made available for such performance.

CALIFORNIA REVENUE AND TAXATION CODE SECTION 18662: In compliance with California Revenue and Taxation code section 18662, if you are a non-resident of California (out-of-state invoices) who receives California source income, the County will pay California Use Tax directly to the State of California per permit no. SR FH 25-632384. Fifteen

(15) business days prior to the first payment, new suppliers or suppliers with expired forms or forms with incorrect information, must submit new forms to the County (forms are available from the Franchise Tax Board website listed below).

https://codelibrary.amlegal.com/codes/san_diego/latest/sandiego_board/b_53__small__local__business__policy_(_s_l_b_p)

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Under certain circumstances you may be eligible for reduced or waived nonresident withholding. If you have already received a waiver or a reduced withholding response from the State of California and the response is still valid, submit the response to the County in lieu of the forms. Failure to submit the required forms will result in withholding of payments.

Refer to the Franchise Tax Board websites (listed below) for tax forms and information on nonresident withholding, including waivers or reductions. The County will not give you any tax advice. It is recommended you speak with your tax adviser and/or the State of California for guidance.

Franchise Tax Board Websites:

https://www.ftb.ca.gov https://www.ftb.ca.gov/forms/search/ https://www.ftb.ca.gov/ https://www.ftb.ca.gov/forms/search/

EXHIBIT A - STATEMENT OF WORK

1. Scope of Work/Purpose

1.1 Contractor shall provide and install two rectangular shade/awnings for the existing children’s play area, including the playground equipment and swing structure. The installation will reuse the current post structures and incorporate new shade/awning attachment hardware. The system must be durable and compliant with all required safety and structural standards.

2. Contractors Licenses:

2.1 Contractor must carry an active Classification D-3 – Awnings Contractor license issued by the California State License Board (CSLB).

2.2 Contractor must maintain current registration with the State of California Department of Industrial Relations (DIR).

3. Goals and Outcomes

3.1. Conduct an onsite assessment of existing posts, mounting points, anchorage, and overall structural integrity.

3.2. Verify spacing, dimensions, and shade/awning measurement alignment with existing posts to ensure compatibility.

3.3. If a permit is required by law, Contractor shall obtain the permit.

3.4. Provide a quote/estimate with measurement details and identify any required corrective work, including photos.

3.5. Protect playground equipment, swing structures, surfacing, and landscaping while maintaining ADA-accessible routes throughout all work activities.

3.6. Provide and install two (2) engineered rectangular HDPE shade units (85%–95% UV protection) with reinforced edges, marine-grade hardware, and proper tensioning components.

3.7. Ensure all materials, clearances, wind-load ratings, and installation methods meet applicable building codes, ASTM playground standards, and manufacturer requirements.

3.8. Install the shades using new bolts and shade/awning attachment hardware compatible with the existing posts;

secure all anchorage points and verify proper alignment and tension.

3.9. Maintain safe, controlled work zones and comply with all safety and accessibility requirements.

3.10. Conduct a post-installation inspection with facility representatives and provide all required documentation.

4. Specifications

4.1. One (1) Shade Sail Awning 43’9” X 32’

4.2. One (1) Shade Sail Awning 32’2” X 20’

5. Security Requirements

5.1. Licensed Contractor shall comply with all regulations and policies pertaining to contractor employees working in a secure County facility.

5.2. Employees shall sign in each day at the Reception Desk.

6. Schedule/ Coordination

6.1. Coordinate and confirm with Program when delivery and installation in the playground area can occur during normal business hours (Monday–Friday, 7:00 AM–4:00 PM).

6.2. Provide an estimated project timeline including installation and inspection phases.

6.3. Communicate schedule changes, delays, or material issues promptly.

7. Specific Requirements for Service Delivery

7.1. Completed shade/awning installation in accordance with specifications.

7.2. Warranty documents, maintenance instructions, and as-built details.

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7.3. Final inspection sign-off.

8. Warranties and Guarantees

8.1. The Contractor shall provide a one-year guarantee on all labor and materials from the date of acceptance.

8.2. Contractor shall correct any problems occurring within this period at no additional cost to the County of San Diego.

8.3. All corrective callbacks shall be completed within twenty-four (24) hours from receipt of request.

slofy Text Box Shade/Awning Over Playground Equipment & Swing Structure slofy Text Box Shade/Awnings Over Playground Equipment & Swing Structure

Scope of Work

• Verify spacing, dimensions, and shade/awning measurements to ensure proper alignment and compatibility with the existing structural posts.

• Install the shade using new bolts and tensioning hardware compatible with the existing posts; secure all anchorage points and confirm proper alignment and tension.

slofy Polygon slofy Dimension 32 - '2" slofy Dimension 20' slofy Dimension 43'-9" slofy Dimension 32'

EXHIBIT C - PRICING SCHEDULE

ITEM DESCRIPTION TAXABLE

(Y/N) QUANTITY UNIT OF

MEASURE UNIT PRICE EXTENDED

PRICE

SHADE SAIL AWNING: 43’9” X 32’

MAKE/MODEL:

MANUFACTURER:

PART NUMBER:

1 EACH $ $

SHADE SAIL AWNING 32’2” X 20’

MAKE/MODEL:

MANUFACTURER:

PART NUMBER:

1 EACH $ $

INSTALLATION

1 EACH $ $

4 WARRANTY 1 EACH $ $

GRAND TOTAL $

NOTE:

1. Pricing must be all inclusive.

2. Shipping Terms: FOB destination.

3. Do not include sales tax with pricing.

4. Pricing must be firm fixed.

COUNTY CONTRACT NUMBER [#Insert Number]

AGREEMENT WITH [#CONTRACTOR’S NAME]

FOR RECTANGULAR SHADE AWNINGS AND INSTALLATION SERVICES

Contract: ###### Page 1 of 27 Services Template: rev 4/15/2026 v6.3

DRAFT AGREEMENT

This agreement (“Agreement”) is made and entered into effective as of the date of the last signature on the signature page by and between the County of San Diego, a political subdivision of the State of California (“County”) and (“Contractor”), with reference to the following facts:

RECITALS

A. Pursuant to the San Diego County Administrative Code section 401, the County’s Director of the Department of Purchasing and Contracting is authorized to award a contract for rectangular shade awnings and installation services.

B. Contractor is specially trained and possesses certain skills, experience, education, and competency to perform these services.

C. The Agreement shall consist of:

• This document,

• Exhibit A Statement of Work,

• Exhibit A-1

• Exhibit B Insurance Requirements, and

• Exhibit C Payment Schedule

D. In the event of a conflict between any provisions of this Agreement, the following order of precedence shall govern: First (1st) this document; Second (2nd) Exhibit B; Third (3rd) Exhibit A; Fourth (4th) Exhibit C; and fifth (5th) Exhibit A-1.

NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE 1

KEY PROVISIONS

1.1 CONTRACTOR: _____

1.2 SERVICES: Rectangular Shade Awnings and Installation Services

1.3 AGREEMENT TERM: This Agreement shall begin on the date of the last signature below and end upon completion and County acceptance of all deliverables under this Agreement.

1.4 COMPENSATION: Pursuant to Exhibit C, Article 4, and other applicable provisions of this Agreement, County agrees to pay Contractor a sum not to exceed ($######) (“Maximum Agreement Amount”).

1.5 COR: The County designates the following individual as the Contracting Officer’s Representative (“COR”).

#Name and Title

#Address #Address

#Phone and email

1.6 CONTRACTOR’S REPRESENTATIVE: Contractor designates the following individual as the Contractor’s Representative.

#Name and Title #Address #Address

#Phone and email

ARTICLE 2

PERFORMANCE OF WORK

2.1 Statement of Work. Contractor shall perform the work described in the “Statement of Work” attached as Exhibit A to this Agreement, and by this reference incorporated herein, except for any work therein designated to be performed by County.

2.1.1 Evaluation Studies. Contractor shall participate as requested by the County in research and/or evaluative studies designed to show the effectiveness and/or efficiency of Contractor services or to provide information about Contractor’s project.

2.1.2 Health Insurance. If Contractor provides direct services to the public under this Agreement, Contractor shall ask if clients and any minor(s) for whom clients are responsible have health insurance coverage. If the response is “no”

Contract: ###### Page 2 of 27 Services Template: rev 4/15/2026 v6.3 for client or minor(s) the Contractor shall refer the client to Covered California at https://www.coveredca.com/ or to 1-800-300-1506.

2.1.3 Behavioral Health Services Funding Source Requirements. Contractor shall adhere to all Behavioral Health Services policies and requirements, and any modifications thereof, applicable to the type of work performed and funding source(s) involved. The terms of this Agreement shall take precedence over any conflicting terms in such policies and requirements, and Contractor shall promptly notify the COR upon discovery of any such conflict. Such policies and requirements can be found at https://optumsandiego.com/ and include, but are not limited to, the following:

2.1.3.1 Mental Health Services

2.1.3.1.1 Organizational Provider Operations Handbook (OPOH)

2.1.3.1.2 Financial Eligibility and Billing Procedures – Organizational Providers Manual

2.1.3.2 Substance Use Disorder Services (Alcohol and Drug Services)

2.1.3.2.1 Substance Use Disorder Provider Operations Handbook

2.1.3.2.2 Drug Medi-Cal Billing Manual

2.2 Standard of Performance. Contractor shall, in good and workmanlike manner and in accordance with the highest professional standards, at its own cost and expense, furnish all of the labor, technical, administrative, professional and all other personnel, all supplies and materials, equipment, printing, transportation, training, facilities, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by County, necessary or proper to perform and complete the work and provide the services required of Contractor by this Agreement.

2.3 Contractor as Independent Contractor. Contractor is, for all purposes of this Agreement, an independent contractor. Neither Contractor nor any person engaged by Contractor to accomplish the work under this Agreement, including, without limitation, Contractor’s and its subcontractors’ employees, volunteers, officers, agents, consultants, and subcontractors (“Workforce”) shall be deemed to be employees of the County. Contractor shall perform its obligations under this Agreement according to the Contractor’s own means and methods of work, which shall be in the exclusive charge and under the control of the Contractor, and which shall not be subject to control or supervision by County except as to the results of the work. County hereby delegates to Contractor any and all responsibility for the safety of Contractor’s Workforce, which shall include inspection of property to identify potential hazards. Neither Contractor nor Contractor’s Workforce shall be entitled to any benefits to which County employees are entitled, including without limitation, overtime, retirement benefits, workers’ compensation benefits and injury leave.

2.4 Contractor’s Agents and Employees or Subcontractors. Contractor shall obtain, at Contractor’s expense, all Workforce required for Contractor to perform its duties under this Agreement, and all such services shall be performed by Contractor’s Representative , or under Contractor’s Representatives’ supervision, by persons authorized by law to perform such services.

Retention by Contractor of any Workforce member shall be at Contractor’s sole cost and expense, and County shall have no obligation to pay Contractor’s Workforce to support any such person’s or entity’s claim against the Contractor; or to defend Contractor against any such claim.

In the event any subcontractor or consultant is utilized by Contractor for any portion of the project, Contractor retains the prime responsibility for carrying out all the terms of this Agreement, including the responsibility for performance and ensuring the availability and retention of records of subcontractors and consultants in accordance with this Agreement.

2.4.1 “Related Subcontract” means an agreement to furnish, or the furnishing of, supplies, materials, equipment, or services of any kind to Contractor or any higher tier subcontractor in the performance of some or all of the work in this Agreement. Related Subcontracts includes consultant agreements, which are defined as agreements for services rendered, or the rendering of services, by persons who are members of a particular profession or possess as special skill and who are not officers or employees of the Contractor. Examples include those services acquired by Contractor or a subcontractor in order to enhance their legal, economic, financial, or technical positions.

Professional and consultant services are generally acquired to obtain information, advice, opinions, alternatives, conclusions, recommendations, training, or direct assistance, such as studies, analyses, evaluations, liaison with government officials, or other forms or representation. Related Subcontracts shall not include agreements for ancillary goods or services, or consulting services intended to support Contractor in a general manner not specific to the work performed under this Agreement. “Related Subcontractor” means an individual or entity holding or performing a Related Subcontract.

2.4.2 Required Subcontract Provisions: Contractor shall notify all Related Subcontractors of Contractor’s relationship to County and include in its subcontracts all provisions necessary to ensure Contractor’s and subcontractors’ https://www.coveredca.com/ https://optumsandiego.com/

Contract: ###### Page 3 of 27 Services Template: rev 4/15/2026 v6.3 compliance with this Agreement. Without limiting the foregoing, Contractor shall specifically include in its Related Subcontracts, and require Related Subcontractors’ compliance with, the applicable provisions of Articles 3, 7, 9, 10, 11, 12, 14, 15, 17 and 18, and section 4.6.1 of Article 4 hereunder, altered as necessary for proper identification of the contracting parties.

2.4.3 Contractor shall provide COR with copies of all Related Subcontracts entered into by Contractor within thirty (30) days after the effective date of the Related Subcontract, or within thirty (30) days of the effective date of this Agreement if such Related Subcontract is already in existence at that time.

2.4.4 County Approval: Any Related Subcontract that is in excess of fifty thousand dollars ($50,000) or twenty five percent (25%) of the value of this Agreement, whichever is less; or a combination of Related Subcontracts to the same individual or firm for the Agreement period, the aggregate of which exceeds fifty thousand dollars ($50,000) or twenty five percent (25%) of the value of this Agreement, whichever is less; or any Related Subcontract for professional medical or mental health services, regardless of value, must have prior concurrence of the COR.

2.5 Offshore Prohibition. Except where Contractor obtains the County’s prior written approval, Contractor shall perform the work of this Agreement only from or at locations within the United States. Any County approval for the performance of work outside of the United States shall be limited to the specific instance and scope of such written approval, including the types of work and locations involved. Notwithstanding the foregoing, this section shall not restrict the country or countries of origin of any assets purchased to provide the work hereunder; provided that when such assets are used to provide the work, such assets shall be used only from or at locations within the geographic boundaries of the United States.

2.6 Responsibility for Equipment. County shall not be responsible nor be held liable for any damage to persons or property consequent upon the use, misuse, or failure of any equipment used by Contractor or Contractor’s Workforce, even though such equipment may be furnished, rented, or loaned to Contractor by County. The acceptance or use of any such equipment by Contractor or Contractor’s Workforce shall be construed to mean that Contractor accepts full responsibility for and agrees to exonerate, indemnify, and hold harmless County from and against any and all claims for any damage whatsoever resulting from the use, misuse, or failure of such equipment, whether such damage be to the employee or property of Contractor, other contractors, County, or other persons. Equipment includes, but is not limited to material, computer hardware and software, tools, or other things.

2.6.1 Contractor shall repair or replace, at Contractor’s expense, all County equipment or fixed assets that are damaged or lost as a result of the actions of Contractor or Contractor’s Workforce.

2.7 Non-Expendable Property Acquisition. County retains title to all non-expendable property provided to Contractor by County, or which Contractor may acquire with funds from this Agreement if payment is on a cost reimbursement basis, including property acquired by lease purchase Agreement. Contractor may not expend funds under this Agreement for the acquisition of non-expendable property having a unit cost of $5,000 or more and a normal life expectancy of more than one year without the prior written approval of COR. Contractor shall maintain an inventory of non-expendable equipment, including dates of purchase and disposition of the property. Inventory records on non-expendable property shall be retained, and shall be made available to the County upon request, for at least three years following date of disposition. Non-expendable property that has value at the end of the Agreement (e.g. has not been depreciated so that its value is zero), and to which the County may retain title under this paragraph, shall be disposed of at the end of the Agreement as follows: At County’s option, it may: 1) have Contractor deliver to another County contractor or have another County contractor pick up the non-expendable property; 2) allow Contractor to retain the non-expendable property provided that Contractor submits to the County a written statement in the format directed by the County of how the non-expendable property will be used for the public good; or 3) direct the Contractor to return to the County the non-expendable property.

ARTICLE 3

DOCUMENTS AND RECORDS

3.1 Ownership, Publication, Reproduction, and Use of Material. All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems, and any other material or properties produced under this Agreement shall be the sole and exclusive property of County. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyright, or patent right by Contractor in the United States or in any other country without the express written consent of County. County shall have unrestricted authority to publish, disclose, distribute and otherwise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement.

3.2 Confidentiality. Contractor agrees to maintain the confidentiality of, and to take industry appropriate as well as all legally required measures to prevent the unlawful disclosure of, any information that is legally required to be kept confidential.

Except as otherwise allowed by local, State, or federal law or regulation, Contractor agrees to only disclose confidential

Contract: ###### Page 4 of 27 Services Template: rev 4/15/2026 v6.3 records where the holder of the privilege, whether the County, or a third party, provides written permission authorizing the disclosure. Further, any reports, records, data, or other information given to or prepared or assembled by Contractor under this Agreement that the County requests to be kept confidential shall not be made available to any individual or organization by the Contractor without the prior written approval of the County except as may be required by law. Contractor shall not disclose to any individual or organization any reports, records, data, or other information received, prepared, or assembled by Contractor under this Agreement

3.2.1 Specific Requirements for County Confidential Information under Sections 965 through 971 of the San Diego County Code of Administrative Ordinances

3.2.1.1 Definitions. For purposes of this Section, “County Confidential Information” means, collectively, information related to any: (i) actions that an individual has the right to undertake free from undue governmental interference, discrimination, or criminalization under federal, state, or local law including, without limitation, Reproductive Healthcare Services, Gender Affirming Health Care, Gender Affirming Mental Health Care, and exercising rights under the First Amendment of the United States Constitution (collectively, “Protected Personal Activity”), and (ii) actual or perceived attributes of an individual that are safeguarded from discrimination under state law, including, without limitation, immigration or citizenship status, disability status, gender identity or expression, or transgender status, sexual orientation, race, ethnicity, national origin, or language, and/or marital or familial status (collectively, “Protected Personal Characteristics”). All capitalized terms used in this Section 3.2.1, but not defined herein, shall have the meaning assigned to such terms in Section 966 of the San Diego County Code of Administrative Ordinances.

3.2.1.2 Confidentiality. Contractor agrees to maintain County Confidential Information received or obtained pursuant to the obligations under this Contract, if any, confidential, and shall not share and/or transmit such information to any third party including, without limitation, any governmental agency, unless required to do so pursuant to federal, state, or local law or as necessary to perform the obligations of Contractor pursuant to this Contract. Contractor agrees to include these requirements in any subcontract related to the performance of this Contract. The obligation to maintain County Confidential Information confidential and private shall survive the expiration or earlier termination of this Contract.

3.2.1.3 Notice Requirement for Interactions with Federal Law Enforcement, Out-of-State Law Enforcement, or Private Parties Acting Under Color of Law Enforcement Authority Should Contractor receive a request from any Federal Law Enforcement Agency Personnel, Out-of-State Law Enforcement Personnel, or a Private Party Acting Under the Color of Law Enforcement Authority for assistance with any Law Enforcement Activity where the alleged criminal activity is a Protected Personal Characteristic and/or a Protected Personal Activity, Contractor shall, within five (5) business days of receipt of such request, notify COR in writing and include (i) the requesting party, (ii) a description of the request, and

(iii) the County Confidential Information released, if any.

3.3 Public Records Act. The California Public Records Act (“CPRA”) requires County to disclose “public records” in its actual or constructive possession unless a statutory exemption applies. This generally includes contracts and related documents. If County receives a CPRA request for records relating to the Agreement, County may, at its sole discretion, either determine its response to the request without notifying Contractor or notify Contractor of the request. If County determines its response to the request without notifying Contractor, Contractor shall hold County harmless for such determination. If County notifies Contractor of the request, Contractor may request that County withhold or redact records responsive to the request by submitting to County a written request within five (5) business days after receipt of the County’s notice. Contractor’s request must identify specific records to be withheld or redacted and applicable exemptions. Upon timely receipt of Contractor’s request, County will review the request and at its sole discretion withhold and/or redact the records identified by Contractor.

Contractor shall hold County harmless for County’s decision whether to withhold and/or redact pursuant to Contractor’s written request. Contractor further agrees that its defense and indemnification obligations set forth in section 17.1 of this Agreement extend to any Claim (as defined in section 17.1) against the County Parties (as defined in section 17.1) arising out of County’s withholding and/or redacting of records pursuant to Contractor’s request. Nothing in this section shall preclude Contractor from bringing a “reverse CPRA action” to prevent disclosure of records. Nothing in this section shall prevent the County or its agents or any other governmental entity from accessing any records for the purpose of audits or program reviews if that access is legally permissible under the applicable local, State, or federal laws or regulations.

Similarly, County or its agent or designee may take possession of the record(s) where legally authorized to do so.

3.4 Custody of Records. Contractor shall deliver to County or its designee, at County’s request, all documentation and data related to Contractor’s work under this Agreement, including, but not limited to, County data and client files held by Contractor, at no charge to County. County, at its option, may take custody of Contractor’s client records upon Agreement termination, expiration, or at such other time as County may deem necessary. County agrees that such custody will conform

Contract: ###### Page 5 of 27 Services Template: rev 4/15/2026 v6.3 to applicable confidentiality provisions of State and federal law and that retained records shall be available to Contractor for examination and inspection in accordance with applicable law. Contractor shall destroy records not turned over to County in accordance with applicable retention requirements and this Agreement. Notwithstanding the foregoing, Contractor may retain one (1) copy of the documentation and data for archival purposes or warranty support, and Contractor may maintain records that it is legally required to maintain.

ARTICLE 4

COMPENSATION

County will pay Contractor in accordance with Exhibit C Payment Schedule and this Article 4, for the work specified in Exhibit A Statement of Work (SOW), not to exceed the maximum compensation as set forth on signature page. Contractor shall employ and maintain an accounting and financial system to effectively monitor and control costs and assure accurate invoicing and performance under this Agreement.

4.1 General Principles. Contractor shall comply with generally accepted accounting principles, good business practices, San Diego County Code of Administrative Ordinances section 472, and the cost principles published by the federal Office of Management and Budget (OMB), including 2 CFR 200 - UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS “The Uniform Guidance,” which can be viewed at https://www.ecfr.gov/cgi-bin/text-idx?tpl=/ecfrbrowse/Title02/2cfr200_main_02.tpl. Contractor shall comply with all applicable federal, State, and other funding source requirements. Contractor shall, at its own expense, furnish all cost items associated with this Agreement except as specifically stated herein to be furnished by County.

4.1.1 Fiscal Year. The County’s fiscal year runs from July 1 through June 30 (“County Fiscal Year”).

4.2 Compensation.

4.2.1 Contractor shall be entitled to compensation only upon completion and acceptance of a deliverable or portion of work as described in the Payment Schedule (“Services”). Services shall include any additional or as-needed services specified in the SOW and Pricing Schedule and pre-approved in writing by COR or authorized by County task order issued in accordance with this Agreement (“As-Needed Services”).

4.2.1.1 Contractor shall be entitled to reimbursement for incidental expenses associated with any such portions of the work only when specifically allowed for in the SOW and Pricing Schedule (“Reimbursable Expenses”), and only upon completion and acceptance of the Services for which they were incurred unless earlier reimbursement is otherwise authorized under this Agreement. Compensation for Reimbursable Expenses shall be at cost.

4.2.1.2 Where travel, lodging, or meal expenses (“Travel Expenses”) are allowable Reimbursable Expenses, rates must not exceed County-authorized rates set forth in San Diego County Administrative Code section 472. Should Contractor incur Travel Expenses greater than the County-authorized rates, Contractor shall not be entitled to reimbursement for the difference between the County-authorized rate for each category and the actual cost.

4.3 Invoices.

4.3.1 Contractor shall invoice monthly for completed and accepted Services performed in the prior month.

4.3.1.1 Where allowable, Contractor may invoice monthly for As-Needed Services completed and accepted within that month, or include with invoices for other completed and accepted Services.

4.3.1.2 Contractor may invoice monthly for Reimbursable Expenses incurred within the month, or include with invoices for completed and accepted Services.

4.3.2 Contractor shall submit invoices to the COR that are completed and submitted in accordance with written COR instructions and are in compliance with all Agreement terms.

4.3.2.1 Contractor shall provide accurate invoices with sufficient detail and supporting documentation for County verification. Invoices must reference the Agreement number (and task order, if applicable), contain a detailed listing of each deliverable or portion of work, including the pay point, target, accomplishment, unit price, percentage completion, and appropriate calculations where applicable.

4.3.2.2 Contractor agrees that by submitting an invoice, Contractor certifies, under penalty of perjury under the laws of the State of California, that the deliverables and/or services invoiced were delivered and/or performed specifically for this Agreement in accordance with and compliance to all terms and conditions set forth therein.

https://www.ecfr.gov/cgi-bin/text-idx?tpl=/ecfrbrowse/Title02/2cfr200_main_02.tpl

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4.3.3 Contractor requests for payment of authorized Reimbursable Expenses must be included in the invoice for the associated Services, unless previously invoiced in accordance with this Agreement.

4.4 Payments. Contractor shall be entitled to payment only upon County approval of a correct and substantiated invoice.

Payment terms are, unless otherwise specified by County, thirty (30) days from the later of: (i) performance of work under the Agreement entitling Contractor to payment, (ii) County receipt of a correct and substantiated invoice, and (iii) County receipt of all substantiating information. The County at its sole discretion may issue partial payment where only a portion of an invoice is correct and substantiated. Payment shall be deemed to have been made on the date that County submits electronic payment or mails a warrant or check. The County is precluded from making payments prior to receipt of services (advance payments).

4.5 Full Compensation. The compensation set forth in this Agreement shall constitute the full and complete payment for Contractor's performance of the services set forth herein. Contractor shall not be entitled to any additional payment for services rendered. Contractor shall not be entitled to any compensation, reimbursement, ancillary benefits, or other consideration for services rendered beyond that specified in Agreement.

4.6 Prompt Payment for Vendors and Subcontractors.

4.6.1 Unless otherwise set forth in this section 4.6, Contractor shall promptly pay Related Subcontractors for satisfactory performance of work required by this Agreement. Such prompt payment shall be no later than thirty (30) days after Contractor receives payment for such services from County, and Contractor shall apply such payments to the payment of the Related Subcontractor(s) that performed the work.

4.6.2 If Contractor determines that any payment otherwise due such Related Subcontractor is subject to withholding in accordance with a Related Subcontract, Contractor shall:

4.6.2.1 Provide written notice to the Related Subcontractor and COR within three (3) business days of such withholding stating the amount to be withheld, the basis for the withholding, and, if applicable, the cure required of the Related Subcontractor in order to receive payment of the amounts withheld; and

4.6.2.2 Reduce the Related Subcontractor’s payment by an amount not to exceed the amount specified in the notice furnished under paragraph 4.6.2.1 above.

4.6.3 Contractor shall not include in any invoice to the County amounts that the Contractor has withheld or intends to withhold from a Related Subcontractor for failure to satisfactorily perform work in a manner required by this Agreement. If such withholding determination is made after submitting an invoice to the County, Contractor shall submit to County a revised invoice omitting or crediting such amount. Contractor shall not include such amounts in any subsequent invoices unless the Related Subcontractor has cured the basis for withholding.

4.7 Partial Payment. Contractor shall be paid only for work performed in accordance with this Agreement. If Contractor fails to perform a portion of the work or fails to perform some or all of the work in accordance with this Agreement, County, at its sole discretion, may provide partial payment to Contractor to reflect the reasonable value of work properly performed.

4.8 Withholding of Payment. Without limiting any other provision of this Agreement, County may withhold payment, in whole or in part, if any of the following exist:

4.8.1 Missing Information. Contractor has not provided to County reports, data, audits, or other information required for Agreement administration, for reporting or auditing purposes, or by State, federal, or other funding source.

4.8.2 Misrepresentation. Contractor, with or without knowledge, made any misrepresentation of a substantial and material nature with respect to any information furnished to County

4.8.3 Unauthorized Actions by Contractor. Contractor took any action under this Agreement that required County approval without having first received such approval.

4.8.4 Breach. In the County's determination, Contractor is, or at the time of performance was, in breach of any of the terms of this Agreement.

4.8.5 Wage Theft. Contractor has a judgment rendered against it by the California Division of Labor Standards Enforcement (DLSE), other state labor compliance body, or the United States Department of Labor that is unsatisfied. In such event, County may withhold payment from Contractor in the amount of such unsatisfied judgment until such judgment has been discharged.

4.9 Disallowance. County may disallow payment at any time if it determines that the basis for the payment is or was not eligible for compensation under this Agreement. If County makes payment to Contractor that is later disallowed by the County, State or federal government, or other funding source, County shall be entitled to prompt recovery of funds in accordance with Article 16.

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4.10 Maximum Price. During the performance period of this Agreement, the maximum price for the same or similar items and/or services shall not exceed the lowest price at which Contractor then offers the items and/or services to its most favored customer.

4.11 Overpayments. If Contractor becomes aware of a duplicate contract financing or invoice payment or that County has otherwise overpaid on a contract financing or invoice payment, Contractor shall immediately notify the COR and County shall be entitled to prompt recovery of funds in accordance with Article 16.

4.12 Availability of Funding. The County’s obligation for payment under this Agreement is contingent upon the availability of funding from which payment can be made. No legal liability on the part of the County shall arise for payment beyond the end of the County Fiscal Year for which funds are designated by the County. In the event that federal, State, or County funding ceases or is reduced, the County shall, in its sole discretion and without limiting any other provision of this Agreement, have the right to terminate or suspend this Agreement, or to reduce compensation and service levels proportionately.

4.13 Rate of Expense. Contractor shall control its rate of expense throughout the term of this Agreement such that it is reasonably in alignment with the progress of the Agreement, inclusive of term, achievement towards objectives, anticipated revenue, deliverables, and other applicable factors. Contractor shall provide to County, upon request, documentation sufficient to verify Contractor’s compliance with such requirements.

4.13.1 Contractor shall promptly inform the COR if its rate of expense exceeds, or is anticipated to exceed, the progress of this Agreement or would result in expenses that exceed the maximum Agreement amount or budget. In no event, however, shall Contractor’s invoiced amounts exceed the maximum Agreement amount or budget.

4.13.2 If the Agreement term, Initial Term, or any Option Period originates in one County Fiscal Year and ends in another County Fiscal Year, Contractor shall not exceed the amounts reasonably allocated to each of…