RFQ_5-3303_-_On-Site_Document_Destruct_and_Recycling.pdf

October 8, 2025

CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM

REQUEST FOR QUOTE (RFQ) FROM CALIFORNIA CERTIFIED SMALL BUSINESSES

FOR ON-SITE CERTIFIED DOCUMENT DESTRUCTION AND RECYCLING SERVICES

RFQ NUMBER 5000003303

QUOTE DUE DATE: October 23, 2025 @ 12:00 P.M. Pacific Time (PT)

The California State Teachers’ Retirement System (CalSTRS) is seeking quotes from California Certified Small Businesses to provide on-site document destruction and recycling. It is incumbent upon Respondents to fully understand the scope of services described in Section A, Scope of Work.

For more information about CalSTRS, please refer to the Internet Web site at www.CalSTRS.com. Should you have any questions related to this request, please send an e-mail to the address indicated below.

If interested, please complete, sign* and send the completed Request for Quote, pages 1-6, along with all of the required supporting documentation for the minimum qualifications by e-mail to:

Zia Vue Central Procurement Analyst

E-mail: Procurement@CalSTRS.com

*Original signatures are not required at this time. Acceptable signature options for this RFQ include scanned images of manual signatures, DocuSign, or Adobe electronic signature service.

Quotes received after the due date and time will not be considered.

http://www.calstrs.com/ mailto:Procurement@CalSTRS.com

Request for Quote 5000003303 On-Site Certified Document Destruction and Recycling

A. SCOPE OF WORK

The Contractor will provide to the California State Teachers’ Retirement System (CalSTRS) the services as described herein to CalSTRS’ San Francisco office building, located at 44 Montgomery Street, Suite 1400, San Francisco, CA 94104.

1. Once monthly pick-up, on-site destruction, recycling, and disposal of all documents.

a. Monthly pick-up during the second or third week of each month; between the hours of 9:00 a.m. and 2:00 pm; excluding official state holidays.

2. Key or combination locked containers in the following size distributed to suite 1400:

a. Two (2) 64 gallon containers.

3. Pick-up, destroy on-site (cross-cut shred or pulverize) and disposal/recycling of all confidential certified destruction material that is released by CalSTRS. Materials include all paper documents and other materials for destruction picked up from CalSTRS’ San Francisco office.

4. Escorted retrieval and return of the container(s) to the office location within CalSTRS’ San

Francisco Office at 44 Montgomery Street, Suite 1400.

5. Provide mobile destruction vehicle for the services described herein.

6. Certificate of completion for on-site destruction.

7. Carry identification proving employment. CalSTRS may require proof of employment at any time during the term of the Agreement.

8. Perform a background investigation on all contract employees working at CalSTRS under the resulting contract.

Security

Contractor shall perform a background investigation on all of Contractor’s employees, subcontractors and agents assigned to perform the services, or any part of the services, pursuant to this Agreement (the “Contractor Personnel”), per the provisions of the attached Sample Agreement, Section G – General Terms and Conditions, Item 10 – Security, and must demonstrate compliance with Exhibit F, CalSTRS Contractor Background Investigation Policy. CalSTRS reserves the right to conduct a background investigation on the contractor’s personnel, at its sole discretion.

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.

B. MINIMUM QUALIFICATIONS

The California Certified Small Business shall, to the satisfaction of CalSTRS, meet all of the following minimum qualifications to be considered. Failure to satisfy all of the minimum qualifications, based on CalSTRS sole judgment, will result in the immediate rejection of the quote. 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. As of Quote Due Date, the Respondent must be a small business certified by the California

Department of General Services as evidenced by the small business certification number.

Small Business Certification Number: ___________________ Yes / No

2. As of Quote Due Date, the Respondent must have at least three (3) years of experience providing on-site certified document destruction and recycling services as evidenced by three (3) client firm references listed on page 6, References.

Yes / No

3. As of Quote Due Date, the Respondent must have been a legal business entity for the last three (3) years and licensed to do business in California as evidenced by submission of a copy of the Respondent’s business license or proof of registration with the California Secretary of State.

Yes / No

4. As of Quote 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.

Yes / No

C. QUOTE

The Respondent is required to submit their quote for the services described in Section A, Scope of Work, in the same format as identified in the Price Quote on page 5. The quote as submitted shall be for the term of the agreement and shall include all related expenses to providing the services described. If awarded, the agreement shall be based on the lowest total price quote and is not a guarantee of the actual contract amount.

D. REFERENCES

Respondents are required to provide three (3) client references on page 6, to which the Respondent has provided services as described in Section A, Scope of Work.

E. TERM

CalSTRS intends to award an agreement for up to five (5) years, with two (2) one-year options to extend to a California Certified Small Business.

F. ADDITIONAL TERMS AND CONDITIONS

The successful respondent will be required to adhere to additional terms and conditions, and the laws of the State of California as applicable to the services described herein.

G. AMENDMENTS

Any contract resulting from this RFQ may be amended to add time or money at the sole discretion of CalSTRS at the monthly rates proposed in the awarded contractor’s response to this RFQ.

H. CONTRACTOR PERFORMANCE

The Contractor’s performance will be evaluated at the conclusion of the contract; at CalSTRS discretion, evaluation of performance may be conducted on a more frequent basis.

I. TRAVEL/PER DIEM

CalSTRS will not cover travel expenses, per diem, or parking. The contractor is responsible for covering all such costs associated with this contract.

PRICE QUOTE

Name of California Certified Small Business

Respondents are required to submit their quote, in the format below, including all expenses for the services as described in this RFQ. The fees as submitted shall be for the term of the agreement. The proposed fees should include all costs and expenses for providing services to CalSTRS as described in this RFQ (inclusive of travel and per diem).

Total Monthly Service Fee # of Months Total Cost Per Year

Year 1 $ x 12 Months $

Year 2 $ x 12 Months $

Year 3 $ x 12 Months $

Year 4 $ x 12 Months $

Year 5 $ x 12 Months $

Optional Year 6 $ x 12 Months $

Optional Year 7 $ x 12 Months $

Total of All Years (including optional years) (Total Basis of Scoring) $

Name of Firm

Respondent's Authorized Signature Printed Name

Title Date

REFERENCES

Name of California Certified Small Business

List below three (3) client references, in which the Respondent has provided similar services as described in Section A, Scope of Work. CalSTRS reserves the right to contact references other than those listed.

Failure to complete and return this Attachment will cause your quote to be rejected.

REFERENCE 1

Street Address City State Zip

Contact Person Telephone Number

Dates of Service Brief Description of Service Provided

REFERENCE 2

REFERENCE 3

If three references cannot be provided, explain why: (Use additional sheets as needed.)

STATE OF CALIFORNIA SCO ID:

STANDARD AGREEMENT AGREEMENT NUMBER

CalSTRS STD 213 (Rev 5/13/2025)

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" U.S. 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 – CalSTRS Information Security and Privacy Addendum Exhibit D – Confidentiality, Non-Disclosure and Acceptable Use Agreement Exhibit E – CalSTRS Minimum Information Security Requirement (MISR) Exhibit F – Contractor Background Investigation Policy Exhibit G – Certification of Contractor's Employee Background Investigation Form Exhibit H – Personal History Statement Exhibit I – Contractor's Key Personnel Exhibit J – Teachers’ Retirement Board Governance Manual – Third Party Economic Interest Disclosure Policy Exhibit K – Form 600-H Third Party Economic Interest Disclosure Exhibit L – 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.

Sample Agreement

Request for Quote 5000003303 On-Site Certified Document Destruction and Recycling

Sample Agreement

SAMPLE

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 "Contractor Personnel Name" at Telephone Number "(###) ###-####" , and E-mail Address XX@domain .

2. CalSTRS

a) CalSTRS Business Contract Liaison/Coordinator for services shall be "CalSTRS Personnel Name" at Telephone Number "(###) ###-####" , and E-mail Address XX@CalSTRS.com .

b) CalSTRS Business Contract Manager for services shall be "CalSTRS Personnel Name" at Telephone Number "(###) ###-####" , and E-mail Address XX@domain .

C. TERM

The term of this Agreement shall be from "Month Day, Year" through "Month Day, Year" with an option to extend up to # additional months.

D. FEES

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

2. Fees shall be calculated in Exhibit B, Fee Schedule.

"Or provide cost breakdown below."

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.

F. WARRANTIES

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

2. 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.

mailto:FMIS-CorporateImagingServices@CalSTRS.com https://partners.calstrs.com:4343/irj/portal

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.

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.

Sample 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 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.

8. 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.

9. Information Security and Privacy

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 shall comply with all information security and privacy obligations set forth in Exhibit C, CalSTRS

Information Security and Privacy Addendum, which is incorporated by reference into this Agreement. This addendum establishes the necessary security and privacy measures Contractor must implement, including but not limited to confidentiality obligations, security controls, incident response, indemnification, and data handling requirements.

As part of these obligations:

a) Exhibit D, Confidentiality, Non-Disclosure and Acceptable Use Agreement

(ISO 1948): Contractor’s Authorized Representative, with authority to act on behalf of the entity, must sign Exhibit D prior to engaging in work with CalSTRS.

b) Exhibit E, CalSTRS Minimum Information Security Requirements (MISR):

Contractor shall adhere to the security requirements detailed in Exhibit E as part of its overall information security obligations.

Failure to comply with Exhibits D and E may be deemed a material breach of the contract, at CalSTRS discretion.

10. 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 Exhibit F, CalSTRS’ Contractor Background Investigation Policy. 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 Exhibit G, Certification of Contractor’s Employee Background Investigation Form 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 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 Exhibit H, Personal History Statement 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 Contractor’s 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, employees or agents of CalSTRS or the State of California.

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 party 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 shall be deemed to have been duly and validly delivered with the same force and effect as original signatures, 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 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 present findings, conclusions and recommendations.

3. Audit

a) During and for three (3) years after the term of this Agreement, Contractor shall permit the Bureau of State Audits, CalSTRS, and its authorized representatives, and such consultants and specialists as needed, at all reasonable times during normal business hours to inspect and copy, at the expense of CalSTRS, books and records of Contractor relating to its performance of this Agreement.

b) Contractor shall be subject to examination and audit by the Bureau of State

Audits, CalSTRS, and CalSTRS representatives during the term of this Agreement and for three (3) years after final payment under this Agreement.

Any examination or audit shall be confined to those matters connected with the performance of this Agreement, including, but not limited to, the costs of administering this Agreement. Contractor shall cooperate fully with the Bureau of State Audits, CalSTRS, and/or CalSTRS authorized representatives in connection with any examination or audit. All adjustments, payments, and/or reimbursements determined to be necessary by any examination or audit shall be made promptly by the appropriate party.

4. Additional Documents

Contractor and CalSTRS agree to execute such additional documents, and perform such further acts, as may be reasonable and necessary to carry out the provisions of this Agreement.

5. Reportable Interests

Contractor shall not directly or indirectly receive any benefit from recommendations made to CalSTRS and shall disclose to CalSTRS any personal investment or economic interest of Contractor which may be enhanced by the recommendations made to CalSTRS. Contractor acknowledges that CalSTRS is subject to the provisions of the Fair Political Practices laws of California (Government Code section 81000, et seq., and all regulations adopted thereunder, including, but not limited to, Title 2, California Code of Regulations, section 18700) and Contractor shall comply promptly with any requirement thereunder. If required by law, Contractor shall require its Key personnel named and all later substitutions therefore to file Statements of Economic Interests in compliance with CalSTRS Conflict of Interest Code (Title 5, California Code of Regulations, section 22000 et seq.). All such reports shall be filed simultaneously with CalSTRS.

6. Key Personnel

Exhibit I, "Contractor's Name" Key Personnel, names certain members of Contractor's staff (key individuals) who will perform the conduct described in the scope of services and exercise a significant decision making role in the delivery of services under this Agreement. The term “Key Personnel” means any individual associated with an Entity that:

i. Negotiates a contract between an Entity and CalSTRS; or

ii. Is a high-level officer or employee of an Entity who exercises primary responsibility for the work performed pursuant to a contract between an Entity and CalSTRS; or

iii. Directs or supervises Entity staff regarding work performed pursuant to a contract between an Entity and CalSTRS; or

iv. Provides services to CalSTRS as a “consultant” pursuant to Government Code sections 82019, 82048 and California Code of Regulations, Title 2, Section 18700.3 by making or participating in the making of decisions which may foreseeably have a material effect on any financial interest. This includes all contractors who manage public investments, within the meaning of Government Code section 87200 and other consultants as designated within the State Teachers’ Retirement System Conflict of Interest Code.

These personnel shall be hereafter referred to (both individually and collectively) as " Key Personnel."

a) Contractor shall not substitute, replace or reassign Key Personnel without CalSTRS prior approval. However, with CalSTRS prior approval, the parties may agree in writing to a change in these Key Personnel, which writing shall become a part of this Agreement.

b) This Agreement may be terminated immediately, in CalSTRS sole discretion and upon written notice from CalSTRS to Contractor, because of any change in or departure of Contractor's Key Personnel.

7. Changes in Control, Organization or Key Personnel

Contractor shall promptly, and in any case within five (5) calendar days, notify CalSTRS in writing: 1) if any of Contractor's representations and warranties, as set forth in this Agreement, cease to be true at any time during the term of this Agreement; 2) of any change in Contractor's staff who exercise a significant administrative, policy, or consulting role under this Agreement, including without limitation the Key Personnel; 3) of any change in the majority ownership, control, or business structure of Contractor; or 4) of any other material change in Contractor's business, partnership or corporate organization. All written notices from Contractor under this provision shall contain sufficient information to permit CalSTRS to evaluate the changes within Contractor's personnel or organization under the same criteria as was used by CalSTRS in its award of this Agreement to Contractor. Contractor agrees to provide CalSTRS with such additional information as CalSTRS may request.

8. Indemnification

Contractor agrees to indemnify, defend and hold harmless the State of California, CalSTRS, the Board, the California State Teachers’ Retirement Fund, and all of the officers, trustees, agents and employees of the foregoing, from and against any and all losses, costs, liabilities, damages or deficiencies, including interest, penalties and attorneys’ fees, which 1) arise out of or are due to a breach by Contractor of any of its representations, warranties, covenants or other obligations contained in this Agreement, or 2) are caused by or resulting from Contractor’s acts or omissions constituting bad faith, willful misfeasance, negligence or reckless disregard of its duties under this Agreement, or 3) accrue or result to any of Contractor’s subcontractors, materialmen, laborers or any other person, firm or corporation furnishing or supplying services, material or supplies in connection with the performance of this Agreement.

9. Compliance with Statutes and Regulations

Contractor warrants and certifies that in the performance of this Agreement, it will comply with all applicable statutes, rules, regulations and orders of the United States and the State of California and agrees to indemnify CalSTRS against any loss, cost, damage or liability by reason of Contractor’s violation of this provision.

Contractor will only be permitted on-site at CalSTRS Headquarters or offices if explicit authorization is provided by an executive officer of CalSTRS. Contractor and its personnel are required to observe and follow all CalSTRS policies and guidelines related to the COVID-19 Pandemic (including without limitations, completing a health screening questionnaire, complying with visitor policies, wearing masks, temperature screenings before entry, physical distancing, etc.), in addition to any mandatory orders issued by governmental authorities.

10. Subcontractors

a) Contractor shall perform the work contemplated with resources available within its own organization. No other portion of the work pertinent to this Agreement shall be subcontracted without written authorization by CalSTRS. The subcontractor must be mutually agreed upon in advance by both parties.

b) Contractor shall require any subcontractor to agree to be bound by all provisions of this Agreement as applicable.

11. Notice of Proceedings

Contractor shall promptly notify CalSTRS in writing of any investigation, examination or other proceeding involving Contractor, or any Key Personnel, commenced by any regulatory agency which proceeding is not conducted in the ordinary course of Contractor's business.

I. NEGATIVE COVENANTS

1. Publicity

No publicity release or announcement concerning this Agreement or the transactions contemplated herein shall be issued by Contractor without advance written approval by CalSTRS.

2. Services or Procurement Resulting from Agreement

Neither Contractor, nor any of its subsidiaries, officers or directors, may submit a bid for or be awarded a contract for the provision of services, procurement of goods or supplies, or any other related action which is required, suggested, or otherwise deemed appropriate on the advice or recommendations that Contractor provides under this Agreement.

J. CONTRACTOR CERTIFICATION CLAUSES

1. Statement of Compliance – Nondiscrimination

Contractor's signature affixed hereon and dated shall constitute a certification under the penalty of perjury under the laws of the State of California that Contractor has, unless exempted, complied with the nondiscrimination program requirements of Government Code section 12990 (a)-(f) and Title 2, California Code of Regulations, section 11102 et seq.

2. Americans with Disabilities Act of 1990 (ADA)

Contractor is responsible for ensuring all products and services provided to CalSTRS, including without limitation, electronic or information technology and related services, reports, presentation slides and other materials which may be posted on or linked to the CalSTRS.com website, at the discretion of CalSTRS, comply with the accessibility requirements of California Government Code sections 7405 and 11135, and the Web Content Accessibility Guidelines 2.0, or a subsequent version, published by the Web Accessibility Initiative of the World Wide Web Consortium at a minimum Level AA success criteria. CalSTRS reserves the right to ask for proof of conformance, and Contractor shall remedy any non-conformance and agrees to manage and resolve any accessibility complaints as required by Government Code section 7405(b).

By signing this Agreement, Contractor assures CalSTRS that it complies with the Americans with Disabilities Act of 1990, as amended (42 U.S.C. 12101 et seq.), which prohibits discrimination on the basis of disability, and Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794d et seq.), along with all applicable regulations and guidelines issued pursuant to both acts.

3. National Labor Relations Board Certification

Contractor, by signature hereto, does swear under penalty of perjury that no more than one (1) final unappealable finding of contempt of court by a Federal court has been issued against Contractor within the immediately preceding two (2)-year period because of Contractor's failure to comply with an order of a Federal court which orders Contractor to comply with an order of the National Labor Relations Board.

4. Labor Code/Workers’ Compensation

Contractor needs to be aware of the provisions which require every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions within the Labor Code Section 3700, and Contractor affirms to comply with such provisions, before commencing the performance of work under this Agreement.

5. Unauthorized Alien

Contractor will comply with 8 USC §1324a et seq. and shall not knowingly employ or contract with an unauthorized alien to perform work.

6. Drug-Free Workplace

Contractor will comply with the requirements of Drug-Free Workplace Act of 1990 and will provide a drug-free workplace by taking the following actions:

a) Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.

b) Establish a Drug-Free Awareness Program to inform employees about:

1) The dangers of drug abuse in the workplace;

2) The person's or organization's policy of maintaining a drug-free workplace;

3) Any available counseling, rehabilitation and employee assistance programs; and,

4) Penalties that may be imposed upon employees for drug abuse violations.

c) Every employee who works on the proposed Agreement will:

1) Receive a copy of the company's drug-free policy statement; and,

2) Agree to abide by the terms of the company's statements as a condition of employment on the Agreement.

Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and Contractor may be ineligible for award of any future State agreements if the department determines that any of the following has occurred: 1) the Contractor has made false certification, or 2) violated the certification by failing to carry out the requirements as noted above. (Government Code Section 8350 et seq.)

7. Contractor Name Change

An amendment is required to change the Contractor’s name as listed on this Agreement. Upon receipt of legal documentation of the name change CalSTRS will process the amendment. Payment of invoices presented with a new name cannot be paid prior to approval of said amendment.

8. Corporate Qualifications To Do Business in California

a) When agreements are to be performed in the state by corporations, CalSTRS will verify that the Contractor is currently qualified to do business in California in order to ensure that all obligations due to the state are fulfilled.

b) “Doing Business” is defined in the California Revenue & Taxation Code

Section 23101 as actively engaging in any transaction for the purpose of financial or pecuniary gain or profit. Although there are some statutory exceptions to taxation, rarely will a corporate contractor performing within the state not be subject to the franchise tax.

c) Both domestic and foreign corporations (those incorporated outside of

California) must be in good standing in order to be qualified to do business in California. CalSTRS will determine whether a corporation is in good standing by calling the Office of the Secretary of State.

9. Resolution

A county, city, district, or other local public body must provide the State with a copy of a resolution, order, motion, or ordinance of the local government body which by law has authority to enter into an agreement, authorizing execution of this Agreement.

10. Conflict of Interest

Contractor needs to be aware of the following provisions regarding current or former state employees. If Contractor has questions on the status of any person rendering services or involved with the Agreement, CalSTRS must be contacted immediately for clarification.

Current State Employees (PCC 10410):

a) No officer or employee shall engage in any employment, activity or enterprise from which the officer or employee receives compensation or has a financial interest and which is sponsored or funded by any state agency, unless the employment, activity or enterprise is required as a condition of regular state employment.

b) No officer or employee shall contract on his or her own behalf as an independent contractor with any state agency to provide goods or services.

Former State Employees (PCC 10411):

a) For the two (2)-year period from the date he or she left state employment, no former state officer or employee may enter into a contract in which he or she engaged in any negotiations, transactions, planning, arrangements or any part of the decision-making process relevant to the contract while employed in any capacity by any state agency.

b) For the twelve (12)-month period from the date he or she left state employment, no former state officer or employee may enter into a contract with any state agency if he or she was employed by that state agency in a policy-making position in the same general area as the proposed contract within the twelve (12)-month period prior to his or her leaving state service.

If Contractor violates any provisions of above paragraphs, such action by Contractor shall render this Agreement void. (PCC 10420)

Members of boards and commissions are exempt from this section if they do not receive payment other than payment of each meeting of the board or commission, payment for preparatory time and payment for per diem. (PCC 10430 (e))

11. Recycling

The Contractor shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post consumer material as defined in the Public Contract Code Section 12200, in products, materials, goods, or supplies offered or sold to the State regardless of whether the product meets the requirements of Public Contract Code Section 12209. With respect to printer or duplication cartridges that comply with the requirements of section 12156(e), the certification required by this subdivision shall specify that the cartridges so comply (Pub. Contract Code 12205).

12. Air or Water Pollution Violation

Under the State laws, the Contractor shall not be: 1) in violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district; 2) subject to cease and desist order not subject to review issued pursuant to Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or 3) finally determined to be in violation of provisions of federal law relating to air or water pollution.

13. Expatriate Corporations

Contractor hereby declares that it is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of Public Contract Code Sections 10286 and 10286.1, and is eligible to contract with the State of California.

14. Sweatfree Code of Conduct

a) All Contractors contracting for the procurement or laundering of apparel, garments or corresponding accessories, or the procurement of equipment, materials, or supplies, other than procurement related to a public works contract, declare under penalty of perjury that no apparel, garments or corresponding accessories, equipment, materials, or supplies furnished to the state pursuant to the contract have been laundered or produced in whole or in part by sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. The contractor further declares under penalty of perjury that they adhere to the Sweatfree Code of Conduct as set forth on the California Department of Industrial Relations website located at www.dir.ca.gov, and Public Contract Code Section 6108.

http://www.dir.ca.gov/

b) The Contractor agrees to cooperate fully in providing reasonable access to the Contractor’s records, documents, agents or employees, or premises if reasonably required by authorized officials of the contracting agency, the Department of Industrial Relations, or the Department of Justice to determine the Contractor’s compliance with the requirements under paragraph (a).

15. Domestic Partners

For Agreements executed or amended after January 1, 2007, the Contractor certifies that Contractor is in compliance with Public Contract Code section 10295.3.

K. SPECIAL TERMS AND CONDITIONS

1. Evaluation of Contractor

Pursuant to Public Contract Code section 10369, CalSTRS shall evaluate Contractor's performance under the terms and conditions of this Agreement within sixty (60) days after the completion of Contractor's performance under this Agreement. If the evaluation indicates unsatisfactory performance, a copy will be sent to the Department of General Services, the Office of Legal Services and to Contractor who may file a response to the evaluation. The evaluation and response shall remain on file for thirty-six (36) months and shall not be public records.

2. Third Party Economic Interest Disclosure Policy

a) Policy

The Third Party Economic Interest Disclosure Policy set forth in the Teachers’ Retirement Board Governance Manual requires entities and Key Personnel engaging in business with CalSTRS to disclose campaign contributions, as defined under the California Political Reform Act, valued in excess of $250, prohibits providing charitable contributions valued in excess of $250, and gifts in excess of the current monetary limit established by the Fair Political Practices Commission, as well as requiring the periodic disclosure of campaign contributions, charitable contributions, and gifts. A copy of the current policy is attached as Exhibit J and Contractor is required to comply with its provisions.

b) Submission of Disclosures

Contractor and each of its Key Personnel shall, with the signing of this Agreement and annually thereafter, submit disclosures of contributions and gifts described in this section on a form prescribed by CalSTRS. The current disclosure form required to be submitted is Exhibit K, Form 600-H Third Party Economic Interest Disclosure. Exhibit K must be submitted on behalf of the Contractor (Entity) and each of its Key Personnel (those who signed

Exhibit I). No other version of this form will be accepted (e.g., annual submittal or generic form downloaded from CalSTRS.com).

Annual disclosures shall be due by April 1st of each year and forms will be provided to Contractor and its personnel by CalSTRS.

c) Violation of Policy by Contractor

Any violation may lead to one or more of the following: (1) immediate termination of any agreement/contract, (2) CalSTRS withholding future payments on any existing agreement/contract, and/or (3) disqualification from future business with CalSTRS for a period of two years following a determination that a violation has occurred. These sanctions will be at CalSTRS’ sole discretion and upon written notice from CalSTRS to the entity. The general counsel shall provide a report of violations to the Audits and Risk Management (ARM) Committee.

d) Changes in Laws or Policy

CalSTRS reserves the right to amend, upon prior written notice, the above provisions to conform with any subsequent amendments to the political reform laws and CalSTRS policies.

3. Child Support Compliance Act

For any Agreement in excess of $100,000, the Contractor acknowledges in accordance therewith, that:

a) The Contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and

b) The Contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department.

4. Priority Hiring Considerations

If this Agreement is for services in excess of $200,000, the Contractor shall give priority consideration in filling vacancies in positions funded by the Agreement to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with PCC Section 10353.

5. Liability for Injury to Persons or Damage to Property

a) The Contractor shall be liable for damages arising out of injury to the person and/or damage to the property of CalSTRS, employees of CalSTRS, or any other person(s) other than agents or employees of the Contractor, designated by CalSTRS for any purpose, prior to,…