Agenda packet, regular meeting — Cypress City Council, October 13, 2026 (part 1 of 2)

AGENDA

REGULAR MEETING

CYPRESS CITY COUNCIL
October 13, 2026
5:30 P.M. - Closed Session
6:00 P.M. - General Session
www.cypressca.org City Council Chambers
5275 Orange Avenue
Cypress, California
Individuals interested in speaking at a City Council meeting may find participation instructions on the last page of the agenda.

CALL TO ORDER
5:30 P.M.

City Council Chambers

ROLL CALL
Cypress City Council, also acting as the Ex-Officio Governing Board of Directors of the Cypress Recreation and Park District
Mayor Leo Medrano
Mayor Pro Tem Kyle Chang
Council Member Bonnie Peat
Council Member David Burke
Council Member Rachel Strong Carnahan

ORAL COMMUNICATIONS ON CLOSED SESSION
This portion of the meeting is set aside for public comments regarding matters listed under closed session. The City Council cannot discuss or take action on matters not on the agenda during this time however Council members may provide brief responses. Please complete a speaker’s card to address the City Council in-person. Please follow the instructions at the end of the agenda and wait for the Mayor or City Clerk to call on you to address the City Council virtually. Speakers providing in-person comments will be called first. Time allotted for public comment is three minutes.

CLOSED SESSION
Conference with Labor Negotiator
Pursuant to Government Code § 54957.6
Agency Negotiators: Shannon DeLong, City Manager and Stephanie Sikkema, Director of Finance and Administrative Services
Employee Groups: Cypress Employees' Association, Maintenance Employees' Association, Police Officers' Association, Police Management Association and Unrepresented Employees.

RECONVENE
6:00 P.M.

Council Chambers

INVOCATION
Mike McKay, Cypress Neighborhood Church

PLEDGE OF ALLEGIANCE
The pledge of allegiance will be led by a member of the City Council.

REPORT OF CLOSED SESSION
The City Attorney will announce reportable action(s).

PRESENTATIONS
Proclamation Recognizing Fire Prevention Week presented to Administrative Captain Richard Tantuvanich
October 13, 2026 | Page 2

ORAL COMMUNICATIONS ON AGENDA ITEMS
This portion of the meeting is set aside for public comments regarding any matter within the jurisdiction of the City Council. Comments on non-agenda items will be heard at this time.

Comments related to a specific agenda item will be heard following the staff report for that item and prior to the City Council action, unless the speaker prefers to make the comment during the general public comment period. The City Council cannot discuss or take action on matters not on the agenda for this meeting, but Council members may provide brief responses. Please complete a Speaker’s Card to address the City Council in-person. Please follow the instructions at the end of the agenda and wait for the Mayor or City Clerk to call on you to address the City Council virtually. Speakers providing in-person comments will be called first. Time allotted for public comment (subject to change by the presiding officer).

General Public Comment (not on agenda):    3 minutes
Consent Calendar (any or all items):              3 minutes Agenda Items (not on consent calendar):       3 minutes per item CONSENT CALENDAR (1-5)
All matters listed on the Consent Calendar are to be approved with one motion unless a Council Member requests separate action on a specific item.  Council Members voting no or abstaining on a Consent Calendar item may do so without removing the item from the Consent Calendar.

1. Approve the Purchase for Renewal of Network Security Monitoring Services Prepared by: Stephanie Sikkema, Director of Finance and Administrative Services Recommendation:

Approve a three-year agreement with SHI International Corp. for $121,435.00 to renew the City's Arctic Wolf Managed Detection and Response Network Security Monitoring Services.

2. Reject Proposals for Budget Software
Prepared by: Stephanie Sikkema, Director of Finance and Administrative Services Recommendation: Reject all proposals received for a new Budget Software.

3. Receive and File Recovered Organic Waste Procurement Policy Prepared by: Nick Mangkalakiri, Director of Public Works Recommendation: Receive and file the attached Recovered Organic Waste Procurement Policy.

October 13, 2026 | Page 3

4. Amend Contract with Great Scott Tree Services, Inc.

Prepared by: Nick Mangkalakiri, Director of Public Works Recommendation:

1. Approve Amendment No. 1 to the City's agreement with Great Scott Tree Services, Inc., to increase the annual contract amount to $350,000; and

2. Adopt a resolution approving a budget amendment for the fiscal year commencing July 1, 2026, and ending June 30, 2027.

5. Award RFP for Audiovisual Technology Design and Implementation Services for the Recreation and Community Services Department
Prepared by: Jeff Draper, Director of Recreation and Community Services Recommendation:

1. Award Request for Proposals for Audiovisual Technology Design and Implementation Services for the Recreation and Community Services Department to Western Audio Visual in the amount of $130,166, and authorize a contingency of $13,167, and

2. Authorize the City Manager to execute an agreement with Western Audio Visual, and

3. Authorize the City Manager to approve change orders and amendments to the agreement, provided that Western Audio Visual total compensation does not exceed $143,333, and

4. Adopt a resolution approving a budget amendment for the fiscal year commencing July 1, 2026, and ending June 30, 2027.

ITEMS REMOVED FROM CONSENT CALENDAR
October 13, 2026 | Page 4

PUBLIC HEARINGS
The public may address the City Council on public hearing items prior to any action being taken.

Please complete a speaker’s card to participate. In-person speakers will be called first, followed by those joining virtually. The Mayor or City Clerk will call on you to address the City Council. All speakers have three minutes to make their comments. Council Members should disclose communications with anyone relevant to a Public Hearing item.

6. Hold a Public Hearing and Adopt a Resolution on Park Development Impact Fee Nexus Study and Fee Program Update
Prepared by: Alicia Velasco, Director of Community Development Recommendation:

Take the following actions:

1. Introduce for first reading an Ordinance repealing Article VI and adding a new Article XII entitled “Park and Recreational Facilities Fees and Improvements” to Chapter 25 of the Cypress Municipal Code; and

2. Adopt the attached Resolution adopting the Park Development Impact Fee Nexus Study, updating the Quimby Act in-lieu fee, establishing a Park Development Impact Fee for new residential development, and amending the Master Fee Schedule to include both fees; and

3. Find that the proposed actions do not constitute a project subject to the California Environmental Quality Act pursuant to Section 15378(b)(4) of the CEQA Guidelines.

COUNCIL MEMBER ITEMS FOR FUTURE CONSIDERATION

COUNCIL MEMBER REPORTS FROM CITY-AFFILIATED BOARDS AND COMMITTEES

AND REMARKS

CITY MANAGER REMARKS

ADJOURNMENT
The next meeting will be a Special City Council Meeting for the Mayor's State of the City address, to be held on Monday, October 19, 2026, beginning at 5:30 p.m. at the Cypress Community Center located at 5700 Orange Avenue in Cypress.

Council Members and the public should promptly exit the meeting room following adjournment.

I, Lisa Berglund, City Clerk, certify under penalty of perjury under the laws of the State of California, that the foregoing Agenda was posted on the City Hall bulletin board and City website not less than 72 hours prior to the meeting. Dated October 7, 2026.

October 13, 2026 | Page 5

PUBLIC PARTICIPATION
Members of the public can participate in the City Council meeting in the following ways:

1. Attend In-Person. First-come, first-served seating is available. All attendees must be free of any symptoms associated with contagious illnesses.

2. Attend Virtually via Webinar. Follow this link:
https://attendee.gotowebinar.com/register/7261176347762884192. Advanced registration is recommended. Kindly mute television or streaming devices you may have on in the background so you can hear when you are queued to speak in real time. This helps avoid delays caused by the meeting’s 10-second broadcast delay.

The public may address the City Council virtually during Oral Communications on Agenda Items and Public Hearings. Virtual participants must click the 'hand raise' button prior to the end of the first in-person speaker to indicate they wish to address the City Council. Upon clicking the 'hand raise' button, please unmute your microphone and wait for the Mayor/City Clerk to call on you.
= Hand Raise = Unmute

3. Submit Public Comments Prior to the Meeting. The public may submit comments via email to [email protected]. Comments submitted by 3:00 p.m. on the day of the meeting will be added to the meeting record.

4. Watch the Meeting. The City Council meeting can be viewed on Spectrum Cable Channel 36 or on the City's website at www.cypressca.org/watchlive.

5. Listen to the Meeting. Listen-only teleconferencing is available by calling +1 (562) 247-8321 and entering Access Code 377-248-784. No registration or audio pin is necessary.

INVOCATION POLICY
The City Council does not endorse the content of the invocation and does not endorse the invocational speaker’s particular faith, belief and/or religious denomination. The City Council has an established neutral policy for selecting and scheduling invocational speakers. The City Council’s policy on invocations is available from the City Clerk.

AMERICANS WITH DISABILITIES ACT
In compliance with the Americans With Disabilities Act, if you need special assistance to participate in this meeting, you should contact the City Clerk at (714) 229-6685 at least 72 hours prior to the meeting to enable the City to make reasonable arrangements to assure accessibility to this meeting.

October 13, 2026 | Page 6
CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 1.

FROM: Stephanie Sikkema, Director of Finance and Administrative Services DATE: 10/13/2026
SUBJECT: Approve the Purchase for Renewal of Network Security Monitoring Services

RECOMMENDATION
Approve a three-year agreement with SHI International Corp. for $121,435.00 to renew the City's Arctic Wolf Managed Detection and Response Network Security Monitoring Services.

DISCUSSION
The city has utilized Arctic Wolf's network security monitoring services since FY 2020-21, and the second three-year contract will expire later this month. These services are designed to monitor, detect, and respond to security events on the hundreds of networked devices the city relies on for providing services to residents and businesses.

Network security monitoring services are a critical component to the city’s security posture to better defend against cybersecurity attacks. Cybersecurity attacks have become increasingly prevalent, especially those targeting local governments. Between 2024 and 2025, known attacks on local governments rose 65%. As a response to these issues, full-time network security monitoring has become best practice for local governments.

For larger agencies, this entails building and staffing a Security Operation Center (SOC). A SOC is a 24/7 staffed operation that deals exclusively with monitoring, assessing, and defending enterprise information systems and networks. For a small or medium sized operation such as Cypress, the trend is to outsource the SOC function to a third-party provider.

By outsourcing network security monitoring services, the city gets the benefits of 24/7 monitoring without building and staffing a SOC or hiring several dedicated full-time security professionals. The network security monitoring service provides an additional layer of security for protecting critical city systems and operations. Security incidents can be detected and contained instantly, eliminating or drastically reducing their impact on city operations.
operations.

A comprehensive review of network security monitoring services was conducted in early 2026 and Arctic Wolf was determined to best provide the necessary level of service at the most reasonable cost. SHI International Corp. offers Artic Wolf subscription services through an OMNIA cooperative agreement. The OMNIA program allows local governments to purchase competitively bid information technology systems through a nationwide cooperative agreement and Cypress Municipal Code Section 21A-10(e) provides bidding may be dispensed under cooperative purchasing agreements.

These agreements, which the city uses regularly when available, expedite purchases and ensure market pricing. By opting for a three-year agreement and prepaying the full amount, the annual cost of the subscription service is fixed and won't increase during the contract term. Therefore, it is recommended an agreement with SHI International Corp. for Arctic Wolf network security monitoring services be approved for the period of October 2026 through October 2029.

BUDGET IMPACT
Sufficient amounts are included in the Central Services Fund budget for annual network security monitoring services. The prepaid contract costs for years two and three will be incorporated into future budgets.

LEGAL REVIEW
The City Attorney has reviewed the contract documents.

APPROVED BY: Shannon DeLong, City Manager
Attachments
SHI - Network Monitoring Services Quote
SHI - Omni Co-op Agreement

City of Mesa
Contract # 2024056-02
for
Information Technology Solutions Products and Services
with
SHI International
Effective: July 2, 2024
The following documents comprise the executed contract between the City of Mesa, and SHI International effective July 2, 2024:

I. City of Mesa/SHI Signed Contract
II. Supplier’s Response to the RFP, incorporated by reference a. OMNIA Partners

Edward Quedens
Business Services Director
7/3/24 12:57 MST

Proposer Name: SHI International Corp.

SHI Response to
The City of Mesa/ OMNIA
2024056 Information Technology Solutions
Products and Services
December 21, 2023
December 21, 2023
Ted Stallings
City of Mesa
480-644-2815
[email protected]
Dear Ted Stallings,
The City of Mesa is crucial in strengthening our educational institutions, enhancing government infrastructure, and bolstering critical services for our community. As a trusted partner for the past five years, and recipient of the 2023 OMNIA Public Sector Supplier of the Year award, SHI stands as one of the most seasoned and accomplished technology advisors in the public sector today. With rich experience spanning over 30 years and an impressive revenue of $14 billion, SHI has an in-depth understanding of the intricate and evolving technological needs faced by large municipalities such as the City of Mesa.

During the last five years of the existing contract, we have successfully assisted in the digital transformation of infrastructure for over 4,000 unique government entities, leading to increased efficiency and enhanced constituent experiences. In 2023, our industry-leading public sector vertical contributed to nearly $500 million in sales to our existing City of Mesa/OMNIA Partners contract.

Beyond monetary gains, our culture is deeply rooted in customer satisfaction and long-term shared successes. This is reflected in the fact that over 97 percent of our success originates from existing customers, including the City of Mesa. Our extensive vendor relationships and contracting vehicles enable us to provide bespoke solutions tailored to specific needs and constraints.

Our continued growth has allowed us to expand our offerings and service capabilities, ensuring we deliver cutting-edge, high-value IT solutions to the public sector. Whether cloud migration, security hardening, infrastructure optimization, or application modernization, SHI’s team of experts, backed by proven experience and robust partnerships, are equipped to execute projects of any scale and complexity while maximizing the value of taxpayer dollars. At SHI, we remain committed to leveraging technology for the greater public good.

We have had tremendous success growing the value of our first awarded contract and will continue our commitment to expanding the use of this contract and supporting City of Mesa/OMNIA members with the latest technology, cost savings, technical expertise, and compliant procurement. We appreciate the opportunity to participate in your RFP, 2024056 Information Technology Solutions Products and Services.

We believe our proposal illustrates why we are best qualified to meet the needs of the City/OMNIA, providing evidence of our ability to deliver the highest quality solutions at the best possible cost. Should you have any questions regarding our response, or if you require additional information, please contact me at [email protected] or 732-754-1554 or your SHI Account Executive, Victoria Lewkowitz at [email protected] or 650-483-9333. Thank you for your consideration, and I look forward to sharing with you all SHI has to offer.

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Exhibit F
Federal Funds Certifications

FEDERAL CERTIFICATIONS
ADDENDUM FOR AGREEMENT FUNDED BY U.S. FEDERAL GRANT
TO WHOM IT MAY CONCERN:

Participating Agencies may elect to use federal funds to purchase under the Master Agreement. This form should be completed and returned.

DEFINITIONS
Contract means a legal instrument by which a non–Federal entity purchases property or services needed to carry out the project or program under a Federal award. The term as used in this part does not include a legal instrument, even if the non– Federal entity considers it a contract, when the substance of the transaction meets the definition of a Federal award or subaward
Contractor means an entity that receives a contract as defined in Contract.

Cooperative agreement means a legal instrument of financial assistance between a Federal awarding agency or passthrough entity and a non–Federal entity that, consistent with 31 U.S.C. 6302–6305:
(a) Is used to enter into a relationship the principal purpose of which is to transfer anything of value from the Federal awarding agency or pass-through entity to the non–Federal entity to carry out a public purpose authorized by a law of the United States (see 31 U.S.C. 6101(3)); and not to acquire property or services for the Federal government or pass-through entity's direct benefit or use;
(b) Is distinguished from a grant in that it provides for substantial involvement between the Federal awarding agency or pass-through entity and the non–Federal entity in carrying out the activity contemplated by the Federal award. (c) The term does not include:
(1) A cooperative research and development agreement as defined in 15 U.S.C. 3710a; or (2) An agreement that provides only:
(i) Direct United States Government cash assistance to an individual; (ii) A subsidy;
(iii) A loan;
(iv) A loan guarantee; or
(v) Insurance.

Federal awarding agency means the Federal agency that provides a Federal award directly to a non–Federal entity Federal award has the meaning, depending on the context, in either paragraph (a) or (b) of this section:
(a)(1) The Federal financial assistance that a non–Federal entity receives directly from a Federal awarding agency or indirectly from a pass-through entity, as described in § 200.101 Applicability; or (2) The cost-reimbursement contract under the Federal Acquisition Regulations that a non–Federal entity receives directly from a Federal awarding agency or indirectly from a pass-through entity, as described in § 200.101 Applicability.
(b) The instrument setting forth the terms and conditions. The instrument is the grant agreement, cooperative agreement, other agreement for assistance covered in paragraph (b) of § 200.40 Federal financial assistance, or the cost-reimbursement contract awarded under the Federal Acquisition Regulations. (c) Federal award does not include other contracts that a Federal agency uses to buy goods or services from a contractor or a contract to operate Federal government owned, contractor operated facilities (GOCOs). (d) See also definitions of Federal financial assistance, grant agreement, and cooperative agreement.

Non–Federal entity means a state, local government, Indian tribe, institution of higher education (IHE), or nonprofit Version June 28, 2023
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organization that carries out a Federal award as a recipient or subrecipient.

Nonprofit organization means any corporation, trust, association, cooperative, or other organization, not including IHEs, that:
(a) Is operated primarily for scientific, educational, service, charitable, or similar purposes in the public interest; (b) Is not organized primarily for profit; and
(c) Uses net proceeds to maintain, improve, or expand the operations of the organization.

Obligations means, when used in connection with a non–Federal entity's utilization of funds under a Federal award, orders placed for property and services, contracts and subawards made, and similar transactions during a given period that require payment by the non–Federal entity during the same or a future period.

Pass-through entity means a non–Federal entity that provides a subaward to a subrecipient to carry out part of a Federal program.

Recipient means a non–Federal entity that receives a Federal award directly from a Federal awarding agency to carry out an activity under a Federal program. The term recipient does not include subrecipients.

Simplified acquisition threshold means the dollar amount below which a non–Federal entity may purchase property or services using small purchase methods. Non–Federal entities adopt small purchase procedures in order to expedite the purchase of items costing less than the simplified acquisition threshold. The simplified acquisition threshold is set by the Federal Acquisition Regulation at 48 CFR Subpart 2.1 (Definitions) and in accordance with 41 U.S.C. 1908. As of the publication of this part, the simplified acquisition threshold is $250,000, but this threshold is periodically adjusted for inflation. (Also see definition of § 200.67 Micro-purchase.)
Subaward means an award provided by a pass-through entity to a subrecipient for the subrecipient to carry out part of a Federal award received by the pass-through entity. It does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. A subaward may be provided through any form of legal agreement, including an agreement that the pass-through entity considers a contract.

Subrecipient means a non–Federal entity that receives a subaward from a pass-through entity to carry out part of a Federal program; but does not include an individual that is a beneficiary of such program. A subrecipient may also be a recipient of other Federal awards directly from a Federal awarding agency.

Termination means the ending of a Federal award, in whole or in part at any time prior to the planned end of period of performance.

The following provisions may be required and apply when Participating Agency expends federal funds for any purchase resulting from this procurement process. Per FAR 52.204-24 and FAR 52.204-25, solicitations and resultant contracts shall contain the following provisions.

52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Oct 2020)
The Offeror shall not complete the representation at paragraph (d)(1) of this provision if the Offeror has represented that it "does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument" in paragraph (c)(1) in the provision at 52.204-26, Covered Telecommunications Equipment or Services—Representation, or in paragraph (v)(2)(i) of the provision at 52.212-3, Offeror Representations and Certifications-Commercial Items. The Offeror shall not complete the representation in paragraph (d)(2) of this provision if the Offeror has represented that it "does not use covered telecommunications equipment or services, or any equipment, system, or service that uses covered telecommunications equipment or services" in paragraph (c)(2) of the provision at 52.204-26, or in paragraph (v)(2)(ii) of the provision at 52.212-3. (a) Definitions. As used in this provision—
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Backhaul, covered telecommunications equipment or services, critical technology, interconnection arrangements, reasonable inquiry, roaming, and substantial or essential component have the meanings provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (b) Prohibition. (1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Nothing in the prohibition shall be construed to—
(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or (ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles. (2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115- 232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract or extending or renewing a contract with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. Nothing in the prohibition shall be construed to— (i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or (ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles. (c) Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equipment or services".
(d) Representation. The Offeror represents that—
(1) It will, will not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation. The Offeror shall provide the additional disclosure information required at paragraph (e)(1) of this section if the Offeror responds "will" in paragraph (d)(1) of this section; and
(2) After conducting a reasonable inquiry, for purposes of this representation, the Offeror represents that— It does, does not use covered telecommunications equipment or services, or use any equipment, system, or service that uses covered telecommunications equipment or services. The Offeror shall provide the additional disclosure information required at paragraph (e)(2) of this section if the Offeror responds "does" in paragraph (d)(2) of this section. (e) Disclosures. (1) Disclosure for the representation in paragraph (d)(1) of this provision. If the Offeror has responded "will" in the representation in paragraph (d)(1) of this provision, the Offeror shall provide the following information as part of the offer. (i) For covered equipment—
(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the original equipment manufacturer (OEM) or a distributor, if known); (B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and (C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision. (ii) For covered services—
(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or (B) If not associated with maintenance, the Product Service Code (PSC) of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision.

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(2) Disclosure for the representation in paragraph (d)(2) of this provision. If the Offeror has responded "does" in the representation in paragraph (d)(2) of this provision, the Offeror shall provide the following information as part of the offer:
(i) For covered equipment—
(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known); (B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and (C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision. (ii) For covered services—
(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or (B) If not associated with maintenance, the PSC of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (Aug 2020).
(a) Definitions. As used in this clause—
Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet).

Covered foreign country means The People’s Republic of China.

Covered telecommunications equipment or services means– (1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities);
(2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);
(3) Telecommunications or video surveillance services provided by such entities or using such equipment; or (4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Critical technology means–
(1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations; (2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled- (i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or (ii) For reasons relating to regional stability or surreptitious listening; (3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities); (4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material);
(5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or
(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817).

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Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources.

Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third-party audit.

Roaming means cellular communications services (e.g., voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high.

Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service.
(b) Prohibition. (1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. The Contractor is prohibited from providing to the Government any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104. (2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115- 232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract, or extending or renewing a contract, with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. (c) Exceptions. This clause does not prohibit contractors from providing— (1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or
(2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles. (d) Reporting requirement.
(1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph (d)(2) of this clause to the Contracting Officer, unless elsewhere in this contract are established procedures for reporting the information; in the case of the Department of Defense, the Contractor shall report to the website at https://dibnet.dod.mil. For indefinite delivery contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https://dibnet.dod.mil. (2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause (i) Within one business day from the date of such identification or notification: the contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.
(ii) Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services.

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Exhibit G
New Jersey Business Compliance

NEW JERSEY BUSINESS COMPLIANCE
Suppliers intending to do business in the State of New Jersey must comply with policies and procedures required under New Jersey statues. All offerors submitting proposals must complete the following forms specific to the State of New Jersey. Completed forms should be submitted with the offeror’s response to the RFP. Failure to complete the New Jersey packet will impact OMNIA Partners’ ability to promote the Master Agreement in the State of New Jersey.

DOC #1 Ownership Disclosure Form
DOC #2 Non-Collusion Affidavit
DOC #3 Affirmative Action Affidavit
DOC #4 Political Contribution Disclosure Form
DOC #5 Stockholder Disclosure Certification
DOC #6 Disclosure of Investment Activities in Iran, Russia and Belarus DOC #7 New Jersey Business Registration Certificate
DOC #8 EEOAA Evidence
DOC #9 MacBride Principals Form
New Jersey suppliers are required to comply with the following New Jersey statutes when applicable:
all anti-discrimination laws, including those contained in N.J.S.A. 10:2-1 through N.J.S.A. 10:2-14, N.J.S.A. 10:5-1, and N.J.S.A. 10:5-31 through 10:5-38; Prevailing Wage Act, N.J.S.A. 34:11-56.26, for all contracts within the contemplation of the Act;
Public Works Contractor Registration Act, N.J.S.A. 34:11-56.26; and Bid and Performance Security, as required by the applicable municipal or state statutes.

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DOC #2

NON-COLLUSION AFFIDAVIT

STANDARD BID DOCUMENT REFERENCE
Reference: VII-H
Name of Form: NON-COLLUSION AFFIDAVIT
Statutory Reference: No specific statutory reference
State Statutory Reference N.J.S.A. 52:34-15
Instructions Reference: Statutory and Other Requirements VII-H Description:

The Owner’s use of this form is optional. It is used to ensure that the bidder has not participated in any collusion with any other bidder or Owner representative or otherwise taken any action in restraint of free and competitive bidding.

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DOC #3

AFFIRMATIVE ACTION AFFIDAVIT
(P.L. 1975, C.127)
Company Name:

Street:

City, State, Zip Code:

Proposal Certification:

Indicate below company’s compliance with New Jersey Affirmative Action regulations.

Company’s proposal will be accepted even if company is not in compliance at this time. No contract and/or purchase order may be issued, however, until all Affirmative Action requirements are met.

Required Affirmative Action Evidence:

Procurement, Professional & Service Contracts (Exhibit A) Vendors must submit with proposal:

1. A photocopy of a valid letter that the contractor is operating under an existing Federally approved or sanctioned affirmative action program (good for one year from the date of the letter);
OR

2. A photocopy of a Certificate of Employee Information Report approval, issued in accordance with N.J.A.C. 17:27-4;
OR

3. A photocopy of an Employee Information Report (Form AA302) provided by the Division of Contract Compliance and Equal Employment Opportunity in Public Contracts and distributed to the public agency to be completed by the contractor in accordance with N.J.A.C. 17:27-4.

Public Work – Over $50,000 Total Project Cost:

A. No approved Federal or New Jersey Affirmative Action Plan. We will complete Report Form AA201. A project contract ID number will be assigned to your firm upon receipt of the completed Initial Project Workforce Report (AA201) for this contract.

B. Approved Federal or New Jersey Plan – certificate enclosed I further certify that the statements and information contained herein, are complete and correct to the best of my knowledge and belief. _________________ _ ______________ Date Authorized Signature and Title

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DOC #3, continued
P.L. 1995, c. 127 (N.J.A.C. 17:27)

MANDATORY AFFIRMATIVE ACTION LANGUAGE

PROCUREMENT, PROFESSIONAL AND SERVICE

CONTRACTS
During the performance of this contract, the contractor agrees as follows:

The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. The contractor will take affirmative action to ensure that such applicants are recruited and employed, and that employees are treated during employment, without regard to their age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Public Agency Compliance Officer setting forth provisions of this non-discrimination clause.

The contractor or subcontractor, where applicable will, in all solicitations or advertisement for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation.

The contractor or subcontractor, where applicable, will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer advising the labor union or workers' representative of the contractor's commitments under this act and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the Treasurer pursuant to P.L. 1975, c. 127, as amended and supplemented from time to time and the Americans with Disabilities Act.

The contractor or subcontractor agrees to attempt in good faith to employ minority and female workers trade consistent with the applicable county employment goal prescribed by N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time or in accordance with a binding determination of the applicable county employment goals determined by the Affirmative Action Office pursuant to N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time.

The contractor or subcontractor agrees to inform in writing appropriate recruitment agencies in the area, including employment agencies, placement bureaus, colleges, universities, labor unions, that it does not discriminate on the basis of age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and that it will discontinue the use of any recruitment agency which engages in direct or indirect discriminatory practices.

The contractor or subcontractor agrees to revise any of it testing procedures, if necessary, to assure that all personnel testing conforms with the principles of job-related testing, as established by the statutes and court decisions of the state of New Jersey and as established by applicable Federal law and applicable Federal court decisions.

The contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading and lay-off to ensure that all such actions are taken without regard to age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and conform with the applicable employment goals, consistent with the statutes and court decisions of the State of New Jersey, and applicable Federal law and applicable Federal court decisions.

The contractor and its subcontractors shall furnish such reports or other documents to the Affirmative Action Office as may be requested by the office from time to time in order to carry out the purposes of these regulations, and public agencies shall furnish such information as may be requested by the Affirmative Action Office for conducting a compliance investigation pursuant to Subchapter 10 of the Administrative Code (NJAC 17:27).

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______________ _______________ Signature of Procurement Agent Version June 28, 2023
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DOC #4
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Public Agency Instructions
This page provides guidance to public agencies entering into contracts with business entities that are required to file Political Contribution Disclosure forms with the agency. It is not intended to be provided to contractors. What follows are instructions on the use of form local units can provide to contractors that are required to disclose political contributions pursuant to N.J.S.A. 19:44A-20.26 (P.L. 2005, c. 271, s.2). Additional information on the process is available in Local Finance Notice 2006-1 (http://www.nj.gov/dca/divisions/dlgs/resources/lfns 2006.html). Please refer back to these instructions for the appropriate links, as the Local Finance Notices include links that are no longer operational.

1. The disclosure is required for all contracts in excess of $17,500 that are not awarded pursuant to a “fair and open” process (N.J.S.A. 19:44A-20.7).

2. Due to the potential length of some contractor submissions, the public agency should consider allowing data to be submitted in electronic form (i.e., spreadsheet, pdf file, etc.). Submissions must be kept with the contract documents or in an appropriate computer file and be available for public access. The form is worded to accept this alternate submission. The text should be amended if electronic submission will not be allowed.

3. The submission must be received from the contractor and on file at least 10 days prior to award of the contract.

Resolutions of award should reflect that the disclosure has been received and is on file.

4. The contractor must disclose contributions made to candidate and party committees covering a wide range of public agencies, including all public agencies that have elected officials in the county of the public agency, state legislative positions, and various state entities. The Division of Local Government Services recommends that contractors be provided a list of the affected agencies. This will assist contractors in determining the campaign and political committees of the officials and candidates affected by the disclosure.
a. The Division has prepared model disclosure forms for each county. They can be downloaded from the “County PCD Forms” link on the Pay-to-Play web site at http://www.nj.gov/dca/divisions/dlgs/programs/lpcl.html#12. They will be updated from time-to-time as necessary.
b. A public agency using these forms should edit them to properly reflect the correct legislative district(s). As the forms are county-based, they list all legislative districts in each county. Districts that do not represent the public agency should be removed from the lists.
c. Some contractors may find it easier to provide a single list that covers all contributions, regardless of the county.

These submissions are appropriate and should be accepted. d. The form may be used “as-is”, subject to edits as described herein. e. The “Contractor Instructions” sheet is intended to be provided with the form. It is recommended that the Instructions and the form be printed on the same piece of paper. The form notes that the Instructions are printed on the back of the form; where that is not the case, the text should be edited accordingly. f. The form is a Word document and can be edited to meet local needs, and posted for download on web sites, used as an e-mail attachment, or provided as a printed document.

5. It is recommended that the contractor also complete a “Stockholder Disclosure Certification.” This will assist the local unit in its obligation to ensure that contractor did not make any prohibited contributions to the committees listed on the Business Entity Disclosure Certification in the 12 months prior to the contract (See Local Finance Notice 2006-7 for additional information on this obligation at http://www.nj.gov/dca/divisions/dlgs/resources/lfns_2006.html). A sample Certification form is part of this package and the instruction to complete it is included in the Contractor Instructions.

NOTE: This section is not applicable to Boards of Education.

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DOC #4, continued
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Contractor Instructions
Business entities (contractors) receiving contracts from a public agency that are NOT awarded pursuant to a “fair and open” process (defined at N.J.S.A. 19:44A-20.7) are subject to the provisions of P.L. 2005, c. 271, s.2 (N.J.S.A. 19:44A-20.26). This law provides that 10 days prior to the award of such a contract, the contractor shall disclose contributions to:
any State, county, or municipal committee of a political party any legislative leadership committee*
any continuing political committee (a.k.a., political action committee) any candidate committee of a candidate for, or holder of, an elective office:
o of the public entity awarding the contract
o of that county in which that public entity is located o of another public entity within that county
o or of a legislative district in which that public entity is located or, when the public entity is a county, of any legislative district which includes all or part of the county The disclosure must list reportable contributions to any of the committees that exceed $300 per election cycle that were made during the 12 months prior to award of the contract. See N.J.S.A. 19:44A-8 and 19:44A-16 for more details on reportable contributions.

N.J.S.A. 19:44A-20.26 itemizes the parties from whom contributions must be disclosed when a business entity is not a natural person. This includes the following:
individuals with an “interest” ownership or control of more than 10% of the profits or assets of a business entity or 10% of the stock in the case of a business entity that is a corporation for profit all principals, partners, officers, or directors of the business entity or their spouses any subsidiaries directly or indirectly controlled by the business entity IRS Code Section 527 New Jersey based organizations, directly or indirectly controlled by the business entity and filing as continuing political committees, (PACs).

When the business entity is a natural person, “a contribution by that person’s spouse or child, residing therewith, shall be deemed to be a contribution by the business entity.” [N.J.S.A. 19:44A-20.26(b)] The contributor must be listed on the disclosure.

Any business entity that fails to comply with the disclosure provisions shall be subject to a fine imposed by ELEC in an amount to be determined by the Commission which may be based upon the amount that the business entity failed to report.

The enclosed list of agencies is provided to assist the contractor in identifying those public agencies whose elected official and/or candidate campaign committees are affected by the disclosure requirement. It is the contractor’s responsibility to identify the specific committees to which contributions may have been made and need to be disclosed. The disclosed information may exceed the minimum requirement.

The enclosed form, a content-consistent facsimile, or an electronic data file containing the required details (along with a signed cover sheet) may be used as the contractor’s submission and is disclosable to the public under the Open Public Records Act.

The contractor must also complete the attached Stockholder Disclosure Certification. This will assist the agency in meeting its obligations under the law. NOTE: This section does not apply to Board of Education contracts. * N.J.S.A. 19:44A-3(s): “The term "legislative leadership committee" means a committee established, authorized to be established, or designated by the President of the Senate, the Minority Leader of the Senate, the Speaker of the General Assembly or the Minority Leader of the General Assembly pursuant to section 16 of P.L.1993, c.65 (C.19:44A-10.1) for the purpose of receiving contributions and making expenditures.”

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DOC #7

NEW JERSEY BUSINESS REGISTRATION CERTIFICATE
(N.J.S.A. 52:32-44)
Offerors wishing to do business in New Jersey must submit their State Division of Revenue issued Business Registration Certificate with their proposal here. Failure to do so will disqualify the Offeror from offering products or services in New Jersey through any resulting contract. https://www.njportal.com/DOR/BusinessRegistration/

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FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL CONDITIONS
Awarded Supplier(s) (also referred to as Contractors) may need to respond to events and losses where products and services are needed for the immediate and initial response to emergency situations such as, but not limited to, water damage, fire damage, vandalism cleanup, biohazard cleanup, sewage decontamination, deodorization, and/or wind damage during a disaster or emergency situation. By submitting a proposal, the Supplier is accepted these FEMA and Additional Federal Funding Special Conditions required by the Federal Emergency Management Agency (FEMA) and other federal entities. “Contract” in the below pages under FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL CONDITIONS is also referred to and defined as the “Master Agreement”. “Contractor” in the below pages under FEMA AND ADDITIONAL FEDERAL FUNDING SPECIAL CONDITIONS is also referred to and defined as “Supplier” or “Awarded Supplier”.

Conflicts of Interest
No employee, officer, or agent may participate in the selection, award, or administration of a contract supported by a FEMA award if he or she has a real or apparent conflict of interest. Such a conflict would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of these parties, has a financial or other interest in or a tangible personal benefit from a firm considered for award. 2 C.F.R. § 200.318(c)(1); See also Standard Form 424D, ¶ 7; Standard Form 424B, ¶ 3. i. FEMA considers a “financial interest” to be the potential for gain or loss to the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of these parties as a result of the particular procurement. The prohibited financial interest may arise from ownership of certain financial instruments or investments such as stock, bonds, or real estate, or from a salary, indebtedness, job offer, or similar interest that might be affected by the particular procurement. ii. FEMA considers an “apparent” conflict of interest to exist where an actual conflict does not exist, but where a reasonable person with knowledge of the relevant facts would question the impartiality of the employee, officer, or agent participating in the procurement. c. Gifts. The officers, employees, and agents of the Participating Public Agency nor the Participating Public Agency (“NFE”) must neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts. However, NFE’s may set standards for situations in which the financial interest is de minimus, not substantial, or the gift is an unsolicited item of nominal value. 2 C.F.R. § 200.318(c)(1). d. Violations. The NFE’s written standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the NFE. 2 C.F.R. § 200.318(c)(1). For example, the penalty for a NFE’s employee may be dismissal, and the penalty for a contractor might be the termination of the contract.

Contractor Integrity
A contractor must have a satisfactory record of integrity and business ethics. Contractors that are debarred or suspended, as described in and subject to the debarment and suspension regulations implementing Executive Order 12549, Debarment and Suspension (1986) and Executive Order 12689, Debarment and Suspension (1989) at 2 C.F.R. Part 180 and the Department of Homeland Security’s regulations at 2 C.F.R. Part 3000 (Non-procurement Debarment and Suspension), must be rejected and cannot receive contract awards at any level.

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2) The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason.
3) The Contractor further agrees to include the above clause in each subcontract, at every tier, financed in whole or in part with Federal assistance provided by the FTA.

Public Policy
A contractor must comply with the public policies of the Federal Government and state, local government, or tribal government. This includes, among other things, past and current compliance with the:
a. Equal opportunity and nondiscrimination laws
b. Five affirmative steps described at 2 C.F.R. § 200.321(b) for all subcontracting under contracts supported by FEMA financial assistance; and FEMA Procurement Guidance June 21, 2016 Page IV- 7 c. Applicable prevailing wage laws, regulations, and executive orders Affirmative Steps
For any subcontracting opportunities, Contractor must take the following Affirmative steps:

1. Placing qualified small and minority businesses and women's business enterprises on solicitation lists;

2. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources;

3. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises;

4. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; and

5. Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce.

Prevailing Wage Requirements
When applicable, the awarded Contractor (s) and any and all subcontractor(s) agree to comply with all laws regarding prevailing wage rates including the Davis-Bacon Act, applicable to this solicitation and/or Participating Public Agencies. The Participating Public Agency shall notify the Contractor of the applicable pricing/prevailing wage rates and must apply any local wage rates requested. The Contractor and any subcontractor(s) shall comply with the prevailing wage rates set by the Participating Public Agency.

Federal Requirements
If products and services are issued in response to an emergency or disaster recovery the items below, located in this FEMA Special Conditions section of the Federal Funds Certifications, are activated and required when federal funding may be utilized.
2 C.F.R. § 200.326 and 2 C.F.R. Part 200, Appendix II, Required Contract Clauses

1. CONTRACT REMEDIES
Contracts for more than the federal simplified acquisition threshold (SAT), the dollar amount below which an NFE may purchase property or services using small purchase methods, currently set at $250,000 for procurements made on or after June 20, 2018,4 must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms and must provide for sanctions and penalties as appropriate.

1.1 Applicability
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This contract provision is required for contracts over the SAT, currently set at $250,000 for procurements made on or after June 20, 2018. Although not required for contracts at or below the SAT, FEMA suggests including a remedies provision.

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1.2 Additional Considerations
For FEMA’s Assistance to Firefighters Grant (AFG) Program, recipients must include a penalty clause in all contracts for any AFG-funded vehicle, regardless of dollar amount. In that situation, the contract must include a clause addressing that non-delivery by the contract’s specified date or other vendor nonperformance will require a penalty of no less than $100 per day until such time that the vehicle, compliant with the terms of the contract, has been accepted by the recipient. This penalty clause should, however, account for force majeure or acts of God. AFG recipients should refer to the applicable year’s Notice of Funding Opportunity (NOFO) for additional information, which can be accessed at FEMA.gov.

2. TERMINATION FOR CAUSE AND CONVENIENCE
a. Standard. All contracts in excess of $10,000 must address termination for cause and for convenience by the non-Federal entity, including the manner by which it will be effected and the basis for settlement. See 2 C.F.R. Part 200, Appendix II(B). b. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs.

1.4(b), in accordance with Executive Order 11246, Equal Employment Opportunity (30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41 C.F.R. Part 60 (Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor). See 2 C.F.R. Part 200, Appendix II(C). b. Key Definitions.
i. Federally Assisted Construction Contract. The regulation at 41 C.F.R. § 60-

1.3 defines a “federally assisted construction contract” as any agreement or modification thereof between any applicant and a person for construction work which is paid for in whole or in part with funds obtained from the Government or borrowed on the credit of the Government pursuant to any Federal program involving a grant, contract, loan, insurance, or guarantee, or undertaken pursuant to any Federal program involving such grant, contract, loan, insurance, or guarantee, or any application or modification thereof approved by the Government for a grant, contract, loan, insurance, or guarantee under which the applicant itself participates in the construction work.
ii. Construction Work. The regulation at 41 C.F.R. § 60-1.3 defines “construction work” as the construction, rehabilitation, alteration, conversion, extension, demolition or repair of buildings, highways, or other changes or improvements to real property, Version June 28, 2023
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iii. including facilities providing utility services. The term also includes the supervision, inspection, and other onsite functions incidental to the actual construction. c. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs.
d. Required Language. The regulation at 41 C.F.R. Part 60-1.4(b) requires the insertion of the following contract clause.

During the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following:

Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information.
(4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
(6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to Version June 28, 2023
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ascertain compliance with such rules, regulations, and orders. (7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States.

The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract.

The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions:

Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.

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4. DAVIS-BACON ACT
a. Standard. All prime construction contracts in excess of $2,000 awarded by non- Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. §§ 3141-3144 and 3146-3148) as supplemented by Department of Labor regulations at 29 C.F.R. Part 5 (Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction). See 2 C.F.R. Part 200, Appendix II(D). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week.
b. Applicability. The Davis-Bacon Act applies to the Emergency Management Preparedness Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program, and Transit Security Grant Program.
c. Requirements. If applicable, the non-federal entity must do the following:
i. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. ii. Additionally, pursuant 2 C.F.R. Part 200, Appendix II(D), contracts subject to the Davis-Bacon Act, must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations at 29 C.F.R. Part 3 (Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States). The Copeland Anti- Kickback Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non- Federal entity must report all suspected or reported violations to FEMA.
iii. Include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”).

Suggested Language. The following provides a sample contract clause:

Compliance with the Davis-Bacon Act.
a. All transactions regarding this contract shall be done in compliance with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-3148) and the requirements of 29 C.F.R. pt. 5 as may be applicable. The contractor shall comply with 40 U.S.C. 3141- 3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as applicable.

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b. Contractors are required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. c. Additionally, contractors are required to pay wages not less than once a week.

Each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to FEMA. Additionally, in accordance with the regulation, each contractor and subcontractor must furnish each week a statement with respect to the wages paid each of its employees engaged in work covered by the Copeland Anti-Kickback Act and the Davis Bacon Act during the preceding weekly payroll period. The report shall be delivered by the contractor or subcontractor, within seven days after the regular payment date of the payroll period, to a representative of a Federal or State agency in charge at the site of the building or work.

Sample Language. The following provides a sample contract clause:

Compliance with the Copeland “Anti-Kickback” Act.
a. Contractor. The contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract. b. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts.

The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses.
c. Breach. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. §5.12.”
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Part 200, Appendix II(E). Under 40 U.S.C. § 3702, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. Further, no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous. b. Applicability. This requirement applies to all FEMA contracts awarded by the non- federal entity in excess of $100,000 under grant and cooperative agreement programs that involve the employment of mechanics or laborers. It is applicable to construction work.

These requirements do not apply to the purchase of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.
c. Suggested Language. The regulation at 29 C.F.R. § 5.5(b) provides contract clause language concerning compliance with the Contract Work Hours and Safety Standards Act. FEMA suggests including the following contract clause:

Compliance with the Contract Work Hours and Safety Standards Act. (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (b)(1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (b)(1) of this section, in the sum of $27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (b)(1) of this section. (3) Withholding for unpaid wages and liquidated damages. The Federal agency or loan/grant recipient shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor Version June 28, 2023
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for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (b)(1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts.

The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (b)(1) through (4) of this section.

7. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT a. Standard. If the FEMA award meets the definition of “funding agreement” under 37C.F.R. § 401.2(a) and the non-Federal entity wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the non- Federal entity must comply with the requirements of 37 C.F.R. Part 401 (Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements), and any implementing regulations issued by FEMA. See 2 C.F.R. Part 200, Appendix II(F).
b. Applicability. This requirement applies to “funding agreements,” but it DOES NOT apply to the Public Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program, and Federal Assistance to Individuals and Households – Other Needs Assistance Grant Program, as FEMA awards under these programs do not meet the definition of “funding agreement.” c. Funding Agreements Definition. The regulation at 37 C.F.R. § 401.2(a) defines “funding agreement” as any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any contractor for the performance of experimental, developmental, or research work funded in whole or in part by the Federal government. This term also includes any assignment, substitution of parties, or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph.

8. CLEAN AIR ACT AND THE FEDERAL WATER POLLUTION CONTROL ACT a. Standard. If applicable, contracts must contain a provision that requires the contractor to agree to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (42 U.S.C. §§ 7401-7671q.) and the Federal Water Pollution Control Act as amended (33 U.S.C. §§ 1251-1387). Violations must be reported to FEMA and the Regional Office of the Environmental Protection Agency. See 2 C.F.R. Part 200, Appendix II(G).
b. Applicability. This requirement applies to contracts awarded by a non-federal entity of amounts in excess of $150,000 under a federal grant.
c. Suggested Language. The following provides a sample contract clause.

Clean Air Act
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1. The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.

2. The contractor agrees to report each violation to the Participating Public Agency and understands and agrees that the Participating Public Agency will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.

3. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA.

Federal Water Pollution Control Act

1. The contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.

3. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA.

Part 3000 (Non-procurement Debarment and Suspension).
b. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs.
c. Requirements.
i. These regulations restrict awards, subawards, and contracts with certain parties that are debarred, suspended, or otherwise excluded from or ineligible for participation in Federal assistance programs and activities. See 2 C.F.R. Part 200, Appendix II(H); and 2 C.F.R. § 200.213. A contract award must not be made to parties listed in the SAM Exclusions. SAM Exclusions is the list maintained by the General Services Administration that contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. SAM exclusions can be accessed at www.sam.gov. See 2 C.F.R. § 180.530.

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ii. In general, an “excluded” party cannot receive a Federal grant award or a contract within the meaning of a “covered transaction,” to include subawards and subcontracts. This includes parties that receive Federal funding indirectly, such as contractors to recipients and subrecipients. The key to the exclusion is whether there is a “covered transaction,” which is any non-procurement transaction (unless excepted) at either a “primary” or “secondary” tier. Although “covered transactions” do not include contracts awarded by the Federal Government for purposes of the non-procurement common rule and DHS’s implementing regulations, it does include some contracts awarded by recipients and subrecipients.
iii. Specifically, a covered transaction includes the following contracts for goods or services:

1. The contract is awarded by a recipient or subrecipient in the amount of at least $25,000.

2. The contract requires the approval of FEMA, regardless of amount.

3. The contract is for federally-required audit services.

4. A subcontract is also a covered transaction if it is awarded by the contractor of a recipient or subrecipient and requires either the approval of FEMA or is in excess of $25,000.
d. Suggested Language. The following provides a debarment and suspension clause. It incorporates an optional method of verifying that contractors are not excluded or disqualified.

Suspension and Debarment
(1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such, the contractor is required to verify that none of the contractor’s principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).
(2) The contractor must comply with 2 C.F.R. pt. 180, subpart C and2 C.F.R. pt. 3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (3) This certification is a material representation of fact relied upon by the Participating Public Agency. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the Participating Public Agency, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.
(4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.

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10. BYRD ANTI-LOBBYING AMENDMENT
a. Standard. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. § 1352.

FEMA’s regulation at 44 C.F.R. Part 18 implements the requirements of 31 U.S.C. § 1352 and provides, in Appendix A to Part 18, a copy of the certification that is required to be completed by each entity as described in 31 U.S.C. § 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the Federal awarding agency.
b. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs. Contractors that apply or bid for a contract of $100,000 or more under a federal grant must file the required certification. See 2 C.F.R. Part 200, Appendix II(I); 31 U.S.C. § 1352; and 44 C.F.R. Part18.
c. Suggested Language.

Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352 (as amended) Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency.
d. Required Certification. If applicable, contractors must sign and submit to the non-federal entity the following certification.

APPENDIX A, 44 C.F.R. PART 18 – CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

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2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

The Contractor, , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. Chap. 38, Administrative Remedies for False Claims and Statements, apply to this certification and disclosure, if any.

Signature of Contractor’s Authorized Official
Name and Title of Contractor’s Authorized Official
Date
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11. PROCUREMENT OF RECOVERED MATERIALS
a. Standard. A non-Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. See 2 C.F.R. Part 200, Appendix II(J); and 2 C.F.R. § 200.322.
b. Applicability. This requirement applies to all contracts awarded by a non- federal entity under FEMA grant and cooperative agreement programs.
c. Requirements. The requirements of Section 6002 include procuring only items designated in guidelines of the EPA at 40 C.F.R. Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds
$10,000 or the value of the quantity acquired by the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.
d. Suggested Language.
i. In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired—

1. Competitively within a timeframe providing for compliance with the contract performance schedule;

2. Meeting contract performance requirements; or

3. At a reasonable price.
ii. Information about this requirement, along with the list of EPA- designated items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. iii. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.”

12. DOMESTIC PREFERENCES FOR PROCUREMENTS
As appropriate, and to the extent consistent with law, CONTRACTOR should, to the greatest extent practicable under a federal award, provide a preference for the purchase, acquisition, or use of goods, products or materials produced in the United States. This includes, but is not limited to, iron, aluminum, steel, cement, and other manufactured products.

Applicability For purchases in support of FEMA declarations and awards issued on or after November 12, 2020, all FEMA recipients and subrecipients are required to include in all contracts and purchase orders for work or products a contract provision encouraging domestic preference for procurements.

Domestic Preference for Procurements As appropriate, and to the extent consistent with law, the contractor should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.”
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13. ACCESS TO RECORDS
a. Standard. All recipients, subrecipients, successors, transferees, and assignees must acknowledge and agree to comply with applicable provisions governing DHS access to records, accounts, documents, information, facilities, and staff. Recipients must give DHS/FEMA access to, and the right to examine and copy, records, accounts, and other documents and sources of information related to the federal financial assistance award and permit access to facilities, personnel, and other individuals and information as may be necessary, as required by DHS regulations and other applicable laws or program guidance. See DHS Standard Terms and Conditions: Version 8.1 (2018). Additionally, Section 1225 of the Disaster Recovery Reform Act of 2018 prohibits FEMA from providing reimbursement to any state, local, tribal, or territorial government, or private nonprofit for activities made pursuant to a contract that purports to prohibit audits or internal reviews by the FEMA administrator or Comptroller General.

Access to Records. The following access to records requirements apply to this contract:
i.The Contractor agrees to provide Participating Public Agency, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions.
ii.The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. iii. The Contractor agrees to provide the FEMA Administrator or his authorized representatives access to construction or other work sites pertaining to the work being completed under the contract.
iv.In compliance with the Disaster Recovery Act of 2018, the Participating Public Agency and the Contractor acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States.

CHANGES
a. Standard. To be eligible for FEMA assistance under the non-Federal entity’s FEMA grant or cooperative agreement, the cost of the change, modification, change order, or constructive change must be allowable, allocable, within the scope of its grant or cooperative agreement, and reasonable for the completion of project scope.
b. Applicability. FEMA recommends, therefore, that a non-Federal entity include a changes clause in its contract that describes how, if at all, changes can be made by either party to alter the method, price, or schedule of the work without breaching the contract. The language of the clause may differ depending on the nature of the contract and the end-item procured.

15. DHS SEAL, LOGO, AND FLAGS
a. Standard. Recipients must obtain permission prior to using the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials. See DHS Standard Terms and Conditions: Version 8.1 (2018).
b. Applicability. FEMA recommends that all non-Federal entities place in their contracts a provision that a contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. c. “The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval.

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16. COMPLIANCE WITH FEDERAL LAW, REGULATIONS, AND EXECUTIVE ORDERS a. Standard. The recipient and its contractors are required to comply with all Federal laws, regulations, and executive orders.
b. Applicability. FEMA recommends that all non-Federal entities place into their contracts an acknowledgement that FEMA financial assistance will be used to fund the contract along with the requirement that the contractor will comply with all applicable Federal law, regulations, executive orders, and FEMA policies, procedures, and directives.
c. “This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of the contract. The contractor will comply with all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives.”

17. NO OBLIGATION BY FEDERAL GOVERNMENT
a. Standard. FEMA is not a party to any transaction between the recipient and its contractor. FEMA is not subject to any obligations or liable to any party for any matter relating to the contract. b. Applicability. FEMA recommends that the non-Federal entity include a provision in its contract that states that the Federal Government is not a party to the contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract.
c. “The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract.”

18. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS a. Standard. Recipients must comply with the requirements of The False Claims Act (31 U.S.C. §§ 3729-3733) which prohibits the submission of false or
fraudulent claims for payment to the federal government. See DHS Standard Terms and Conditions: Version 8.1 (2018); and 31 U.S.C. §§ 3801-3812, which details the administrative remedies for false claims and statements made. The non-Federal entity must include a provision in its contract that the contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to its actions pertaining to the contract. b. Applicability. FEMA recommends that the non-Federal entity include a provision in its contract that the contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to its actions pertaining to the contract. c. “The Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor’s actions pertaining to this contract.” d. In the event FTA or DOT funding is used by a Participating Public Agency, Contractor further acknowledges U.S. DOT regulations, “Program Fraud Civil Remedies,” 49 CFR Part 31, and apply to its actions pertaining to this Contract. Upon execution of the underlying Contract, Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to me made, pertaining to the underlying Contract or the FTA assisted project for which this Contract Work is being performed.

In addition to other penalties that may be applicable, Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on Contractor to the extent the Federal Government deems appropriate.

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Contractor also acknowledges that if it makes, or causes to me made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307 (n)(1) on the Contractor, to the extent the Federal Government deems appropriate.

Contractor agrees to include the above clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions.

Offeror agrees to comply with all terms and conditions outlined in the FEMA Special Conditions section of this solicitation.

Offeror’s Name: ______________________________________________ Address, City, State, and Zip Code: _____________________________________________________________________________ Phone Number: ________________________ Fax Number: ______________________________ Printed Name and Title of Authorized Representative: ____________________________________________________________ Email Address: ___________ _________________________________ Signature of Authorized Representative: ____________________________________ Date: ________________________________

SCOPE OF WORK
This Scope of Work will be compiled into any resulting contract as Exhibit A.

1. SCOPE OF WORK: The City of Mesa (City) is issuing this Request for Proposal (RFP) to establish a contract for the purchase of Information Technology Solution Products and Services. Details of the City’s objectives and requirements to which the RFP relates are set out in the scope of work, specifications, questionnaires, pricing document, etc. The City welcomes proposals that are responsive to this RFP (“Proposals”) respecting innovative or novel approaches to the City’s objectives and requirements.

After implementation and acceptance of the proposed solution by the City, the initial term will be four (4) years with an opportunity to renew for up to an additional six (6) years. The terms and conditions of any contract extension shall remain the same as the original contract as amended.

Renewal options are based on Contractor(s) performance, service, and ability to provide highquality products and demonstrate cost containment efforts. All renewal options and contract extensions shall be through a contract amendment and shall be at the sole discretion of the City.

2. AWARD: It is the City’s intention that a single or limited number of awards be made under this solicitation. However, at the City’s sole discretion, the City may consider multiple awards.

Should a current contract holder be selected and awarded a new contract, the City reserves the right to transition said contractor to the new contract. The transition will take place over a three (3) to four (4) month period from the effective date of the newly awarded contract.

3. CONFIDENTIALITY: Unless receiving consent from the City Purchasing Office, Contractor shall not disclose, sell, or disseminate any data or information obtained in connection with this RFP and the resulting contract.

4. MINIMUM QUALIFICATIONS: The City has identified minimum qualifications for this Request for Proposal. The minimum qualifications questions are located in Request for Proposal Questionnaire A. Proposers are to read the requirements, and check yes or no.

5. PRE-PROPOSAL CONFERENCE:
a. Pre-Proposal Conference will be held via an online meeting. b. Pre-Proposal Conference – Date and Time: November 30, 2023, at 9:00 A.M. Local Arizona Time
i. To join the pre-proposal conference, please visit the following website:

Microsoft Teams Meeting Invite.
ii. Teleconference Number: 480-535-7460; Conference ID: 563 141 386# c. The purpose of this Pre-Proposal Conference is to provide an informal forum for Proposers to ask questions and gain clarifications on the requirements of the RFP. All Proposers that require formal responses to their questions or clarification must submit their questions in writing to the Procurement Officer and Procurement Specialist referenced in the RFP. All questions should be submitted via e-mail. Please include the RFP number in all correspondence.
d. Proposers are cautioned that all remarks, clarifications, or responses provided to questions during Pre-Proposal Conference are non-binding and must be submitted in writing via email.
e. Deadline For Inquiries: December 1, 2023 - 10:00 A.M. Local Arizona Time

6. OMNIA PARTNERS CONTRACT REQUIREMENTS. The City of Mesa, as the Principal Procurement Agency, defined in ATTACHMENT E, has partnered with OMNIA Partners, Public Sector (“OMNIA Partners”) to make the resultant contract (also known as the “Master Agreement” in materials distributed by OMNIA Partners) from this solicitation available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary

SCOPE OF WORK
and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”), through OMNIA Partners’ cooperative purchasing program. The City of Mesa is acting as the contracting agency for any other Public Agency that elects to utilize the resulting Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners (a “Participating Public Agency”) and by using the Master Agreement, any such Participating Public Agency agrees that it is registered with OMNIA Partners, whether pursuant to the terms of a Master Intergovernmental Cooperative Purchasing Agreement, a form of which is attached hereto on ATTACHMENT E, or as otherwise agreed to. ATTACHMENT E contains additional information about OMNIA Partners and the cooperative purchasing program.

OMNIA Partners is the largest and most experienced purchasing organization for public and private sector procurement. Through the economies of scale created by OMNIA Partners’ public sector subsidiaries and affiliates, our participants have access to competitively solicited and publicly awarded cooperative agreements. For all public sector contracts, the lead agency contracting process continues to be the foundation on which we were established. OMNIA Partners is proud to offer more value and resources to state and local government, higher education, K-12 education, and non-profits.

OMNIA Partners provides shared services and supply chain optimization to government, education, and the private sector. With corporate, pricing, and sales commitments from the Contractor, OMNIA Partners provides marketing and administrative support for the Contractor that directly promotes the Contractor’s products and services to Participating Public Agencies through multiple channels, each designed to promote specific products and services to Public Agencies on a national basis. Participating Public Agencies benefit from pricing based on aggregate spend and the convenience of a contract that has already been advertised and publicly competed. The Contractor benefits from a contract that generally allows Participating Public Agencies to directly purchase goods and services without the Contractor’s need to respond to additional competitive solicitations. As such, the Contractor must be able to accommodate a nationwide demand for services and to fulfill obligations as a nationwide Contractor, and respond to the OMNIA Partners documents (ATTACHMENT E).

The City of Mesa anticipates spending approximately $150 million over the full potential Master Agreement term for Technology Solutions and Services. While no minimum volume is guaranteed to the Supplier, the estimated annual volume of Technology Solutions and Services purchased under the Master Agreement through OMNIA Partners is approximately $1.5 billion. This projection is based on the current annual volumes among the City of Mesa, other Participating Public Agencies anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marketing approach between the Contractor and OMNIA Partners.

7. ORDERING. Although the City is open to alternate ordering methods, the primary methods for customers placing orders with the Supplier are the following:
a. Online
b. Email
c. Telephone
d. Fax

8. DELIVERY REQUIREMENT. The contractor agrees to deliver all products to the desktop of the ordering customer and be delivered F.O.B. destination, freight pre-paid and added, and allowed to various locations throughout the City. The City of Mesa shall be responsible for extra fees incurred for expedited shipping or other special delivery requirements. Orders shipped to destinations in Alaska and Hawaii may incur additional freight fees. In many cases within the City, the Contractor may be asked to deliver all goods to the front counter within a given department. This is the City of Mesa requirement and other participating agencies may have other delivery requirements.

SCOPE OF WORK

9. SCOPE OF PRODUCTS. The intent of this solicitation is to establish a contract with the ability to purchase a comprehensive, wide variety of Information Technology Solution Products and Services including but not limited to the following categories:
a. Software: National brand name Microsoft, Google, Oracle, Enterprise applications/solutions, cyber security applications/solutions, etc. b. Personal Computer Systems: National brand name desktop PCs, notebooks, laptops, tablets, and other related devices from Enterprise Tier and Middle Tier Contractors that are business related computers, manufactured by companies, such as, Apple, COMPAQ, Dell, Gateway, Hewlett Packard, IBM / Lenovo, Panasonic, and Toshiba. Product will include the operating system license, software media and documentation in the hardware shipment.
c. Standard Business Workstation: These will be used for typical tasks, which will include word processing, spreadsheet analysis, database management, business graphics, statistical analysis, internet, and other office automation activities. Product will include the operating system license, software media and documentation in the hardware shipment. d. High End Workstation: These will be used by application developers using GIS, CASE or other high-level language development tools, Computer Aided Design and Drafting professional, Internet Application developers or other sophisticated application work.

Product will include the operating system license, software media and documentation in the hardware shipment.
e. Laptop Computer or Notebook: These will be used by traveling or remote access user for typical office automation and business productivity use. With a port replicator or docking station, it may also be used as a standard desktop. Product will include the operating system license, software media and documentation in the hardware shipment. f. Network Equipment: This includes equipment primarily used for communications over an IP network. This includes servers (physical and virtual), layer 2 and layer 3 switches, routers, area wireless access points, point-to-point wireless access, optics, media interfaces (i.e. serial, T1, T3, OC3) and fiber channel. Class of equipment should include home office, small and medium business, and enterprise. Contractors may include, but not limited to, Cisco Systems, Dell, Juniper Networks, HP, Extreme Networks, Enterasys Networks, D-Link, Netgear, and Brocade Communications Systems. g. Monitors: These will include plug and play compatible monitors that are manufactured for the above systems and/or any other brand that may be specifically called for by the ordering entity and which meet the most current UL and OSHA requirements. h. Computer and Network Products, Peripherals, Accessories, and Components: Complete availability of major manufacturer's product lines on items such as, but not limited to RAM, graphic accelerator cards, network interface cards, cables, printers, scanners, monitors, AV equipment, unified communications hardware, mobility hardware, modems, routers, switches, keyboards, drives, memory cards, cables, batteries, power management, supplies, etc.
i. Information Technology/Educational Furniture: Includes furniture design, delivery, installation, parts, maintenance, and repair and replacement. j. Services: Services such as, but not limited to cloud computing, consulting, technical support, leasing/financing, trade-ins, repair, design, analysis, configuration, implementation, installation, training, maintenance, advisory, managed and support services, staff augmentation, professional services, etc. In addition, services that are

SCOPE OF WORK
related to the design, use, or operation of the products being purchased such as system configurations, testing, hardware/software installation, upgrades, imaging, etc. Services may also include materials, equipment, and supplies provided by the Reseller under an SOW.

Note: All hardware should come assembled. For example, if extra memory, additional drives, or peripherals are ordered, the Contractor must install them unless the Participating Agency requests, that they not be installed.
k. Comprehensive Product Offering: Offeror’s complete catalog and services offered shall be available. Each offeror awarded a contract under this solicitation may offer their complete product and service offering. Pricing for products and services must be entered on the appropriate section of the Price Page. The City reserves the right to accept or reject any or all items offered.
l. Financing: Options available such as lease programs and conditional sales contracts.

10. LICENSES. Participating Agencies may be required to sign a separate agreement, rider, or End User Licensing Agreement (“EULA”), etc., as required by manufacturers.

11. DEFECTIVE PRODUCT. All defective products shall be replaced and exchanged by the Contractor as permitted under the manufacturers’ return policy and Contractor’s Return Policy found at www.shi.com/returnpolicy. In any event, the original manufacturer or publisher’s policies (which may include processing as a warranty claim) will apply. Contractor will order a resplacement unit within one (1) business day of notice of damage, defect or DOA from the City.

31. INTERVIEWS/DEMONSTRATION: The top scoring firm(s) may be invited for interviews/demonstrations at no additional cost to the City. Proposers that refuse an invitation will be removed from further consideration in the RFP evaluation process.

33. REQUIREMENTS: The requirements stated in this Request for Proposal (Scope, Specifications, Questionnaires, pricing, etc. (collectively, the “Requirements”) are current as of the date issued, but they may change or be refined in the course of the evaluation of Proposals or otherwise.

34. SUPPLEMENTAL PRODUCTS AND SERVICES: The scope described in this RFP is preliminary in nature and intended to provide Proposers with a general overview of the major tasks envisioned as part of this solicitation. The City reserves the right to expand and/or reduce the Project Objectives as may be appropriate based on the technical content of the successful Proposer’s proposal and/or during contract negotiations based on budget considerations.

35. INVOICING/PAYMENT: a. Invoices shall be emailed to:
i. Department of Innovation and Technology: [email protected] for the fastest processing.
ii. Vendors shall not invoice for products/service items not shipped or performed, as this will delay payment of the entire invoice.
b. Invoices shall include the following:
i. delivery order (DO) #,
ii. part number(s),
iii. products/services descriptions,
iv. list price, percent discount,
v. city cost (contract pricing),
vi. if applicable sales tax.
c. Contractor shall not invoice for items not delivered as this will delay payment of the entire invoice.

SCOPE OF WORK
d. Contractor shall e-mail invoices to the appropriate email address above no later than five (5) to seven (7) calendar days after the product/services is received by the City. e. Payment in full shall be made to the Contractor within thirty (30) days after receipt and approval of an invoice, unless terms other than net thirty (30) days are offered as a discount, at the City’s sole discretion.

36. CONTRACT KICK-OFF MEETING: A kick-off meeting will be held after the award of contract. The contractor(s) and its team will meet with City of Mesa staff to conduct introductions and next steps.

37. PROPOSAL QUESTIONNAIRES:
a. Proposers shall use the Questionnaire/Response Forms provided. (Attachment C) b. Proposal Questionnaire/Response Forms will be used to assist in determining which proposed solution is in the best interest of the City.
c. The City is the sole judge as to determining what is in the best interest of the City. d. If supporting documentation is required, Proposer shall provide the documentation in the sequence set forth in the Request for Proposal and ensure all technical literature and/or narrative explanations fully address the specifics of the question. Vague or disorganized responses that do not allow sufficient information for evaluation purposes may result in the rejection of a Proposal.
e. Supporting documentation must be placed in TAB D.

38. REQUEST FOR PROPOSAL PRICE SHEET:
a. Proposals shall be submitted on the Pricing Form provided. b. Complete Price Sheet (Attachment A).
i. The cost portion of the Response should include the following criteria:

1. Provide price proposal as requested on the Pricing Document (Attachment A – “National” TAB) attached herein. In addition to indicating your proposed discounts on the Price Page, you must also apply those discounts to the sample items listed in the City’s Market Basket listed in Attachment A.

2. Propose and provide details of additional discounts or rebates for volume orders, special manufacturers’ offers, free goods program, total annual spend, etc.
c. Price Proposal must be submitted using only the City’s Pricing Forms and in an MS Excel format.
d. Failure to do so may result in the loss of points.
e. The City of Mesa will not pay any hidden costs or add-on fees for equipment and services not described in the Proposer’s response.

39. CONTRACT TERMS AND NEGOTIATION SCHEDULE: Proposer will be expected to utilize the Agreements included in this Solicitation. The Proposer will be expected to complete negotiation for the final contract within one (1) month from notice of intent to award of the contract and start working on the project within thirty (30) days after contract award or contract has been signed. If an acceptable contract cannot be negotiated within this time frame, the City may formally end negotiations and begin negotiating with the next highest scoring Proposer.

Awarded Contractor(s) will be required the sign the City of Mesa and OMNIA Partners agreements contained in this Request for Proposal.

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Exhibit A
Response for National Cooperative Contract

1.0 Scope of National Cooperative Contract
Capitalized terms not otherwise defined herein shall have the meanings given to them in the Master Agreement or in the Administration Agreement between Supplier and OMNIA Partners.

1.1 Requirement
The City of Mesa (hereinafter defined and referred to as “Principal Procurement Agency”), on behalf of itself and the National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector (“OMNIA Partners”), is requesting proposals for Technology Solutions and Services. The intent of this Request for Proposal is any contract between Principal Procurement Agency and Supplier resulting from this Request for Proposal (“Master Agreement”) be made available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”), through OMNIA Partners’ cooperative purchasing program. The Principal Procurement Agency has executed a Principal Procurement Agency Certificate with OMNIA Partners, an example of which is included as Exhibit D, and has agreed to pursue the Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners as a Participating Public Agency in OMNIA Partners’ cooperative purchasing program. Registration with OMNIA Partners as a Participating Public Agency is accomplished by Public Agencies entering into a Master Intergovernmental Cooperative Purchasing Agreement, an example of which is attached as Exhibit C, and by using the Master Agreement, any such Participating Public Agency agrees that it is registered with OMNIA Partners, whether pursuant to the terms of the Master Intergovernmental Purchasing Cooperative Agreement or as otherwise agreed to. The terms and pricing established in the resulting Master Agreement between the Supplier and the Principal Procurement Agency will be the same as that available to Participating Public Agencies through OMNIA Partners.

All transactions, purchase orders, invoices, payments etc., will occur directly between the Supplier and each Participating Public Agency individually, and neither OMNIA Partners, any Principal Procurement Agency nor any Participating Public Agency, including their respective agents, directors, employees or representatives, shall be liable to Supplier for any acts, liabilities, damages, etc., incurred by any other Participating Public Agency. Supplier is responsible for knowing the tax laws in each state.

This Exhibit A defines the expectations for qualifying Suppliers based on OMNIA Partners’ requirements to market the resulting Master Agreement nationally to Public Agencies. Each section in this Exhibit A refers to the Version June 28, 2023
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capabilities, requirements, obligations, and prohibitions of competing Suppliers on a national level in order to serve Participating Public Agencies through OMNIA Partners.

These requirements are incorporated into and are considered an integral part of this RFP. OMNIA Partners reserves the right to determine whether to make the Master Agreement awarded by the Principal Procurement Agency available to Participating Public Agencies, in its sole and absolute discretion, and any party submitting a response to this RFP acknowledges that any award by the Principal Procurement Agency does not obligate OMNIA Partners to make the Master Agreement available to Participating Procurement Agencies.

1.2 Marketing, Sales and Administrative Support
During the term of the Master Agreement OMNIA Partners intends to provide marketing, sales, partnership development and administrative support for Supplier pursuant to this section that directly promotes the Supplier’s products and services to Participating Public Agencies through multiple channels, each designed to promote specific products and services to Public Agencies on a national basis.

OMNIA Partners will assign the Supplier a Director of Partner Development who will serve as the main point of contact for the Supplier and will be responsible for managing the overall relationship between the Supplier and OMNIA Partners. The Director of Partner Development will work with the Supplier to develop a comprehensive strategy to promote the Master Agreement and will connect the Supplier with appropriate stakeholders within OMNIA Partners including, Sales, Marketing, Contracting, Training, and Operations & Support.

The OMNIA Partners marketing team will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through channels that may include:

A. Marketing collateral (print, electronic, email, presentations) B. Website
C. Trade shows/conferences/meetings
D. Advertising
E. Social Media
The OMNIA Partners sales teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through initiatives that may include:

A. Individual sales calls
B. Joint sales calls
C. Communications/customer service
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D. Training sessions for Public Agency teams
E. Training sessions for Supplier teams
The OMNIA Partners contracting teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through:

A. Serving as the subject matter expert for questions regarding joint powers authority and state statutes and regulations for cooperative purchasing B. Training sessions for Public Agency teams
C. Training sessions for Supplier teams
D. Regular business reviews to monitor program success
E. General contract administration
Suppliers are required to pay an Administrative Fee of 1% of the greater of the Contract Sales under the Master Agreement and Guaranteed Contract Sales under this Request for Proposal. Supplier will be required to execute the OMNIA Partners Administration Agreement (Exhibit B). At Supplier’s option, Suppliers may pay additional fees beyond administrative fees, such as technology fees, to OMNIA Partners and/or a third party for additional support and/or access to OMNIA Partners’ technology platform.

1.3 Estimated Volume
The dollar volume purchased under the Master Agreement is estimated to be approximately 1.5 billion annually. While no minimum volume is guaranteed to Supplier, the estimated annual volume is projected based on the current annual volumes among the Principal Procurement Agency, other Participating Public Agencies that are anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marketing approach between Supplier and OMNIA Partners.

1.4 Award Basis
The basis of any contract award resulting from this RFP made by Principal Procurement Agency will, at OMNIA Partners’ option, be the basis of award on a national level through OMNIA Partners. If multiple Suppliers are awarded by Principal Procurement Agency under the Master Agreement, those same Suppliers will be required to extend the Master Agreement to Participating Public Agencies through OMNIA Partners. Utilization of the Master Agreement by Participating Public Agencies will be at the discretion of the individual Participating Public Agency. Certain terms of the Master Agreement specifically applicable to the Principal Procurement Agency (e.g., governing law) are subject to modification for each Participating Public Agency as Supplier and such Participating Public Agency may agree without being in Version June 28, 2023
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conflict with the Master Agreement as a condition of the Participating Agency’s purchase and not a modification of the Master Agreement applicable to all Participating Agencies. Participating Agencies may request to enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in the Master Agreement (e.g., governing law, invoice requirements, order requirements, specialized delivery, diversity requirements such as minority and woman owned businesses, historically underutilized business, etc.) (“Supplemental Agreement”). It shall be the responsibility of the Supplier to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the Participating Agency. It shall further be the responsibility of the Supplier to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of the Master Agreement and adjust wage rates accordingly. In instances where supplemental terms and conditions create additional risk and cost for Supplier, Supplier and Participating Public Agency may negotiate additional pricing above and beyond the stated contract not-to-exceed pricing so long as the added price is commensurate with the additional cost incurred by the Supplier.

Any supplemental agreement developed as a result of the Master Agreement is exclusively between the Participating Agency and the Supplier (Contract Sales are reported to OMNIA Partners).

All signed Supplemental Agreements and purchase orders issued and accepted by the Supplier may survive expiration or termination of the Master Agreement. Participating Agencies’ purchase orders may exceed the term of the Master Agreement if the purchase order is issued prior to the expiration of the Master Agreement. Supplier is responsible for reporting all sales and paying the applicable Administrative Fee for sales that use the Master Agreement as the basis for the purchase order, even though Master Agreement may have expired.

1.5 Objectives of Cooperative Program
This RFP is intended to achieve the following objectives regarding availability through OMNIA Partners’ cooperative program:

A. Provide a comprehensive competitively solicited and awarded national agreement offering the Products covered by this solicitation to Participating Public Agencies;
B. Establish the Master Agreement as the Supplier’s primary go to market strategy to Public Agencies nationwide;
C. Achieve cost savings for Supplier and Public Agencies through a single solicitation process that will reduce the Supplier’s need to respond to multiple solicitations and Public Agencies need to conduct their own solicitation process;
D. Combine the aggregate purchasing volumes of Participating Public Agencies to achieve cost effective pricing.

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2.0 REPRESENTATIONS AND COVENANTS
As a condition to Supplier entering into the Master Agreement, which would be available to all Public Agencies, Supplier must make certain representations, warranties and covenants to both the Principal Procurement Agency and OMNIA Partners designed to ensure the success of the Master Agreement for all Participating Public Agencies as well as the Supplier.

2.1 Corporate Commitment
Supplier commits that (1) the Master Agreement has received all necessary corporate authorizations and support of the Supplier’s executive management, (2) the Master Agreement is Supplier's primary “go to market” strategy for Public Agencies, (3) the Master Agreement will be promoted to all Public Agencies, including any existing customers, and Supplier will transition existing customers, upon their request, to the Master Agreement, and (4) that the Supplier has read and agrees to the terms and conditions of the Administration Agreement with OMNIA Partners and will execute such agreement concurrent with and as a condition of its execution of the Master Agreement with the Principal Procurement Agency. Supplier will identify an executive corporate sponsor and a separate national account manager within the RFP response that will be responsible for the overall management of the Master Agreement.

2.2 RESERVED
Supplier commits to providing competitive pricing to Participating Public Agencies nationwide. If a Participating Public Agency is eligible for lower pricing through a national, state, regional, or local or cooperative contract, the Supplier will work with that Participating Public Agency accordiningly.

2.3 Sales Commitment
Supplier commits to aggressively market the Master Agreement as its go to market strategy in this defined sector and that its sales force will be trained, engaged and committed to offering the Master Agreement to Public Agencies through OMNIA Partners nationwide. Supplier commits that all Master Agreement sales will be accurately and timely reported to OMNIA Partners in accordance with the OMNIA Partners Administration Agreement. Supplier also commits its sales force will be compensated, including sales incentives, for sales to Public Agencies under the Master Agreement in a consistent or better manner compared to sales to Public Agencies if the Supplier were not awarded the Master Agreement.

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3.0 SUPPLIER RESPONSE
Supplier must supply the following information for the Principal Procurement Agency to determine Supplier’s qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners.

3.1 Company
A. Brief history and description of Supplier to include experience providing similar products and services.

B. Total number and location of salespersons employed by Supplier.

C. Number and location of support centers (if applicable) and location of corporate office.

D. Annual sales for the three previous fiscal years.
a. Submit FEIN and Dunn & Bradstreet report.

E. Describe any green or environmental initiatives or policies.

F. Describe any diversity programs or partners supplier does business with and how Participating Agencies may use diverse partners through the Master Agreement. Indicate how, if at all, pricing changes when using the diversity program. If there are any diversity programs, provide a list of diversity alliances and a copy of their certifications.

G. Indicate if supplier holds any of the below certifications in any classified areas and include proof of such certification in the response:
a. Minority Women Business Enterprise
Yes No
If yes, list certifying agency: ______________________________ b. Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (DBE)
Yes No
If yes, list certifying agency: ______________________________ c. Historically Underutilized Business (HUB)
Yes No
If yes, list certifying agency: ______________________________ d. Historically Underutilized Business Zone Enterprise (HUBZone) Yes No
If yes, list certifying agency: ______________________________ e. Other recognized diversity certificate holder
Yes No
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owned standards. If any, list which certifications subcontractors hold and certifying agency.

I. Describe how supplier differentiates itself from its competitors.

J. Describe any present or past litigation, bankruptcy or reorganization involving supplier.

K. Felony Conviction Notice: Indicate if the supplier
a. is a publicly held corporation and this reporting requirement is not applicable;
b. is not owned or operated by anyone who has been convicted of a felony; or
c. is owned or operated by and individual(s) who has been convicted of a felony and provide the names and convictions.

L. Describe any debarment or suspension actions taken against supplier

3.2 Distribution, Logistics
A. Each offeror awarded an item under this solicitation may offer their complete product and service offering/a balance of line. Describe the full line of products and services offered by supplier.

B. Describe how supplier proposes to distribute the products/service nationwide. Include any states where products and services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas.

C. Describe how Participating Agencies are ensured they will receive the Master Agreement pricing; include all distribution channels such as direct ordering, retail or in-store locations, through distributors, etc. Describe how Participating Agencies verify and audit pricing to ensure its compliance with the Master Agreement.

D. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user.

E. Provide the number, size and location of Supplier’s distribution facilities, warehouses and retail network as applicable.

3.3 Marketing and Sales
A. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier’s primary go to market strategy for Public Agencies to supplier’s teams nationwide, to include, but not limited to:
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ii. Training and education of Supplier’s national sales force with participation from the Supplier’s executive leadership, along with the OMNIA Partners team within first 90 days
B. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to:
i. Creation and distribution of a co-branded press release to trade publications
ii. Announcement, Master Agreement details and contact information published on the Supplier’s website within first 90 days iii. Design, publication and distribution of co-branded marketing materials within first 90 days
iv. Commitment to attendance and participation with OMNIA Partners at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and supplier-specific trade shows, conferences and meetings throughout the term of the Master Agreement
v. Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by OMNIA Partners for partner suppliers.

Booth space will be purchased and staffed by Supplier. In addition, Supplier commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners.
vi. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement vii. Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.)
viii. Dedicated OMNIA Partners internet web-based homepage on Supplier’s website with:

OMNIA Partners standard logo;
Copy of original Request for Proposal;
Copy of Master Agreement and amendments between
Principal Procurement Agency and Supplier;
Summary of Products and pricing;
Marketing Materials
Electronic link to OMNIA Partners’ website including the online registration page;
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A dedicated toll-free number and email address for OMNIA Partners
C. Describe how Supplier will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through OMNIA Partners. Include a list of current cooperative contracts (regional and national) Supplier holds and describe how the Master Agreement will be positioned among the other cooperative agreements.

D. Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners and agrees to provide permission for reproduction of such logo in marketing communications and promotions. Acknowledge that use of OMNIA Partners logo will require permission for reproduction, as well.

E. Confirm Supplier will be proactive in direct sales of Supplier’s goods and services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners. All sales materials are to use the OMNIA Partners logo. At a minimum, the Supplier’s sales initiatives should communicate:
i. Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency
ii. Best government pricing
iii. No cost to participate
iv. Non-exclusive
F. Confirm Supplier will train its national sales force on the Master Agreement.

At a minimum, sales training should include:
i. Key features of Master Agreement
ii. Working knowledge of the solicitation process
iii. Awareness of the range of Public Agencies that can utilize the Master Agreement through OMNIA Partners
iv. Knowledge of benefits of the use of cooperative contracts G. Provide the name, title, email and phone number for the person(s), who will be responsible for:
i. Executive Support
ii. Marketing
iii. Sales
iv. Sales Support
v. Financial Reporting
vi. Accounts Payable
vii. Contracts
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H. Describe in detail how Supplier’s national sales force is structured, including contact information for the highest-level executive in charge of the sales team.

I. Explain in detail how the sales teams will work with the OMNIA Partners team to implement, grow and service the national program.

I. Explain in detail how Supplier will manage the overall national program throughout the term of the Master Agreement, including ongoing coordination of marketing and sales efforts, timely new Participating Public Agency account set-up, timely contract administration, etc.

J. State the amount of Supplier’s Public Agency sales for the previous fiscal year. Provide a list of Supplier’s top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each.

K. Describe Supplier’s information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions.

L. Provide the Contract Sales (as defined in Section 12 of the OMNIA Partners Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement (“Guaranteed Contract Sales”).
$_______.00 in year one
$_______.00 in year two
$_______.00 in year three
To the extent Supplier guarantees minimum Contract Sales, the Administrative Fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales.

M. Even though it is anticipated many Public Agencies will be able to utilize the Master Agreement without further formal solicitation, there may be circumstances where Public Agencies will issue their own solicitations. The following options are available when responding to a solicitation for Products covered under the Master Agreement.
i. Respond with Master Agreement pricing (Contract Sales reported to OMNIA Partners).
ii. If competitive conditions require pricing lower than the standard Master Agreement not-to-exceed pricing, Supplier may respond with lower pricing through the Master Agreement.

If Supplier is awarded the contract, the sales are reported as Contract Sales to OMNIA Partners under the Master
Agreement.

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iii. Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to utilize Master Agreement (Contract Sales are not reported to OMNIA
Partners).
iv. If alternative or multiple proposals are permitted, respond with pricing higher than Master Agreement, and include Master Agreement as the alternate or additional proposal.

Detail Supplier’s strategies under these options when responding to a solicitation.

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Exhibit B
Administration Agreement, Example

ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made this ___ day of ______ 20__, between National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector (“OMNIA Partners”), and ________________ (“Supplier”).

RECITALS
WHEREAS, the ___________________ (the “Principal Procurement Agency”) has entered into a Master Agreement effective _________________, Agreement No_______, by and between the Principal Procurement Agency and Supplier, (as may be amended from time to time in accordance with the terms thereof, the “Master Agreement”), as attached hereto as Exhibit A and incorporated herein by reference as though fully set forth herein, for the purchase of ____________________________ (the “Product”); WHEREAS, said Master Agreement provides that any or all public agencies, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (collectively, “Public Agencies”), that register (either via registration on the OMNIA Partners website or execution of a Master Intergovernmental Cooperative Purchasing Agreement, attached hereto as Exhibit B) (each, hereinafter referred to as a “Participating Public Agency”) may purchase Product at prices stated in the Master Agreement; WHEREAS, Participating Public Agencies may access the Master Agreement which is offered through OMNIA Partners to Public Agencies;
WHEREAS, OMNIA Partners serves as the cooperative contract administrator of the Master Agreement on behalf of Principal Procurement Agency; WHEREAS, Principal Procurement Agency desires OMNIA Partners to proceed with administration of the Master Agreement; and
WHEREAS, OMNIA Partners and Supplier desire to enter into this Agreement to make available the Master Agreement to Participating Public Agencies and to set forth certain terms and conditions governing the relationship between OMNIA Partners and Supplier.

NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, OMNIA Partners and Supplier hereby agree as follows:

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DEFINITIONS

1. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Master Agreement.

TERMS AND CONDITIONS

2. The Master Agreement and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement.

Supplier acknowledges and agrees that the covenants and agreements of Supplier set forth in the solicitation and Supplier’s response thereto resulting in the Master Agreement are incorporated herein and are an integral part hereof.

3. OMNIA Partners shall be afforded all of the rights, privileges and indemnifications afforded to Principal Procurement Agency by or from Supplier under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to OMNIA Partners, its agents, employees, directors, and representatives under this Agreement including, but not limited to, Supplier’s obligation to obtain appropriate insurance.

4. OMNIA Partners shall perform all of its duties, responsibilities and obligations as the cooperative contract administrator of the Master Agreement on behalf of Principal Procurement Agency as set forth herein, and Supplier hereby acknowledges and agrees that all duties, responsibilities and obligations will be undertaken by OMNIA Partners solely in its capacity as the cooperative contract administrator under the Master Agreement.

5. With respect to any purchases by Principal Procurement Agency or any Participating Public Agency pursuant to the Master Agreement, OMNIA Partners shall not be: (i) construed as a dealer, re-marketer, representative, partner or agent of any type of the Supplier, Principal Procurement Agency or any Participating Public Agency; (ii) obligated, liable or responsible for any order for Product made by Principal Procurement Agency or any Participating Public Agency or any employee thereof under the Master Agreement or for any payment required to be made with respect to such order for Product; and (iii) obligated, liable or responsible for any failure by Principal Procurement Agency or any Participating Public Agency to comply with procedures or requirements of applicable law or the Master Agreement or to obtain the due authorization and approval necessary to purchase under the Master Agreement. OMNIA Partners makes no representation or guaranty with respect to any minimum purchases by Principal Procurement Agency or any Participating Public Agency or any employee thereof under this Agreement or the Master Agreement.

6. OMNIA Partners shall not be responsible for Supplier’s performance under the Master Agreement, and Supplier shall hold OMNIA Partners harmless from any liability that may arise from the negligent acts or omissions of Supplier in with the course of its performance under the Master Agreement.

7. Supplier acknowledges that, in connection with its access to OMNIA Partners confidential information and/or supply of data to OMNIA Partners, it has complied with and shall continue to comply with all laws, regulations and standards that may apply to Supplier, including, without limitation: (a) United States federal and state information security and Version June 28, 2023
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privacy statutes, regulations and/or best practices, including, without limitation, the GrammLeach-Bliley Act, the Massachusetts Data Security Regulations (201 C.M.R. 17.00 et. seq.), the Nevada encryption statute (N.R.S. § 603A), the California data security law (Cal. Civil Code § 1798.80 et. seq.) and California Consumer Privacy Act (Cal. Civil Code § 1798.100 et. seq.); and (b) applicable industry and regulatory standards and best practices (collectively, “Data Regulations”).

With regard to Personal Information that Supplier collects, receives, or otherwise processes under the Agreement or otherwise in connection with performance of the Agreement, Supplier agrees that it will not: (i) sell, rent, release, disclose, disseminate, make available, transfer, or otherwise communicate orally, in writing, or by electronic or other means, such Personal Information to another business or third party for monetary or other valuable consideration; or (ii) retain, use, or disclose such Personal Information outside of the direct business relationship between Supplier and OMNIA Partners or for any purpose other than for the specific purpose of performance of the Agreement, including retaining, using, or disclosing such Personal Information for a commercial purpose other than for performance of the Agreement. By entering into the Agreement, Supplier certifies that it understands the specific restrictions contained in this Section 7 and will comply with them.

For purposes hereof, “Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household, and includes the specific elements of “personal information” as defined under Data Regulations, as defined herein.

Supplier will reasonably assist OMNIA Partners in timely responding to any third party “request to know” or “request to delete” (as defined pursuant to Data Regulations) and will promptly provide OMNIA Partners with information reasonably necessary for OMNIA Partners to respond to such requests. Where Supplier collects Personal Information directly from Public Agencies or others on OMNIA Partners’ behalf, Supplier will maintain records and the means necessary to enable OMNIA Partners to respond to such requests to know and requests to delete.

8. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OMNIA

PARTNERS EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING OMNIA PARTNERS’ PERFORMANCE AS A COOPERATIVE CONTRACT ADMINISTRATOR OF THE MASTER AGREEMENT.

NEITHER PARTY SHALL NOT BE LIABLE IN ANY WAY FOR ANY SPECIAL,

INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE

DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF OR DAMAGE TO DATA, LOSS

OF ANTICIPAGED REVENUE OR PROFITS, WORK STOPPAGE OR IMPAIRMENT OF

OTHER ASSETS, WHETHER OR NOT FORESEEABLE, EVEN IF A PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND/OR ANY ORDER

ISSUED HEREUNDER, SUPPLIER HEREBY DISCLAIMS ALL OTHER WARRANTIES,

EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY

OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF

NONINFRINGEMENT, OR ANY WARRANTY RELATED TO THIRD PARTY SERVICES OR PRODUCTS. THIS DISCLAIMER DOES NOT AFFECT THE TERMS OF ANY WARRANTY PROVIDED BY AN ORIGINAL MANUFACTURER OR PUBLISHER.

TERM OF AGREEMENT; TERMINATION
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9. This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the provisions of Sections 3 – 8 and 11 – 22, hereof and the indemnifications limitations of liability afforded by the Supplier to OMNIA Partners in the Master Agreement, to the extent such provisions survive any expiration or termination of the Master Agreement, shall survive the expiration or termination of this Agreement.

NATIONAL PROMOTION

10. OMNIA Partners and Supplier shall publicize and promote the availability of the Master Agreement’s products and services to Public Agencies and such agencies’ employees. Supplier shall require each Public Agency to register its participation in the OMNIA Partners program by either registering on the OMNIA Partners website (www.omniapartners.com/publicsector) or executing a Master Intergovernmental Cooperative Purchasing Agreement prior to processing the Participating Public Agency’s first sales order. Upon request, Supplier shall make available to interested Public Agencies a copy of the Master Agreement and such price lists or quotes as may be necessary for such Public Agencies to evaluate potential purchases.

11. Supplier shall provide such marketing and administrative support as set forth in the solicitation resulting in the Master Agreement, including assisting in development of marketing materials as reasonably requested by Principal Procurement Agency and OMNIA Partners. Supplier shall be responsible for obtaining permission or license of use and payment of any license fees for all content and images Supplier provides to OMNIA Partners or posts on the OMNIA Partners website. Supplier shall indemnify, defend and hold harmless OMNIA Partners for use of all such content and images including copyright infringement claims. Supplier and OMNIA Partners each hereby grant to the other party a limited, revocable, non-transferable, non-sublicensable right to use such party’s logo (each, the “Logo”) solely for use in marketing the Master Agreement. Each party shall provide the other party with the standard terms of use of such party’s Logo, and such party shall comply with such terms in all material respects. Both parties shall obtain approval from the other party prior to use of such party’s Logo. Notwithstanding the foregoing, the parties understand and agree that except as provided herein neither party shall have any right, title or interest in the other party’s Logo. Upon termination of this Agreement, each party shall immediately cease use of the other party’s Logo.

ADMINISTRATIVE FEE, REPORTING & PAYMENT

12. An “Administrative Fee” shall be defined and due to OMNIA Partners from Supplier in the amount of __ percent (__%) (“Administrative Fee Percentage”) multiplied by the total purchase amount paid to Supplier, less refunds and credits on returns, for the sale of products and/or services to Principal Procurement Agency and Participating Public Agencies pursuant to the Master Agreement (as amended from time to time and including any renewal thereof) (“Contract Sales”).

From time to time the parties may mutually agree in writing to a lower Administrative Fee Percentage for a specifically identified Participating Public Agency’s Contract Sales.

13. Supplier shall provide OMNIA Partners with an electronic accounting report monthly, in the format prescribed by OMNIA Partners, summarizing all Contract Sales for each calendar month. The Contract Sales reporting format is provided as Exhibit C (“Contract Sales Report”), attached hereto and incorporated herein by reference. Contract Sales Reports for each calendar month Version June 28, 2023
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shall be provided by Supplier to OMNIA Partners by the 10th day of the following month. Failure to provide a Contract Sales Report within the time and manner specified herein shall constitute a material breach of this Agreement and if not cured within thirty (30) days of written notice to Supplier shall be deemed a cause for termination of the Master Agreement, at Principal Procurement Agency’s sole discretion, and/or this Agreement, at OMNIA Partners’ sole discretion.

14. Administrative Fee payments are to be paid by Supplier to OMNIA Partners at the frequency and on the due date stated in Section 13, above, for Supplier’s submission of corresponding Contract Sales Reports. Administrative Fee payments are to be made via Automated Clearing House (ACH) to the OMNIA Partners designated financial institution identified in Exhibit D. Failure to provide a payment of the Administrative Fee within the time and manner specified herein shall constitute a material breach of this Agreement and if not cured within thirty (30) days of written notice to Supplier shall be deemed a cause for termination of the Master Agreement, at Principal Procurement Agency’s sole discretion, and/or this Agreement, at OMNIA Partners’ sole discretion.

All Administrative Fees not paid when due shall bear interest at a rate equal to the lesser of one and one-half percent (1 1/2%) per month or the maximum rate permitted by law until paid in full.

15. Supplier shall maintain an accounting of all purchases made by Participating Public Agencies under the Master Agreement. OMNIA Partners, or its designee, in OMNIA Partners’ sole discretion, reserves the right to compare Participating Public Agency records with Contract Sales Reports submitted by Supplier for a period of four (4) years from the date OMNIA Partners receives such report. In addition, OMNIA Partners may engage a third party to conduct an independent audit of Supplier’s monthly reports. In the event of such an audit, Supplier shall provide all materials reasonably requested relating to such audit by OMNIA Partners at the location designated by OMNIA Partners. OMNIA Partners shall request to audit Supplier by providing at least thirty (30) days’ written notice to Suppler and such audits shall be limited to not more than once per calendar year. In the event an underreporting of Contract Sales and a resulting underpayment of Administrative Fees is revealed, OMNIA Partners will notify the Supplier in writing. Supplier will have thirty (30) days from the date of such notice to resolve the discrepancy to OMNIA Partners’ reasonable satisfaction, including payment of any Administrative Fees due and owing, together with interest thereon in accordance with Section 13, and reimbursement of OMNIA Partners’ costs and expenses related to such audit.

GENERAL PROVISIONS

16. This Agreement, the Master Agreement and the exhibits referenced herein supersede any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereto and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained or incorporated herein shall be valid or binding. In the event of any conflict between the provisions of this Agreement and the Master Agreement, as between OMNIA Partners and Supplier, the provisions of this Agreement shall prevail.

17. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement or to recover any Administrative Fee and accrued interest, the prevailing party shall be entitled to reasonable attorney’s fees and costs in addition to any other relief to which it may be entitled.

18. This Agreement and OMNIA Partners’ rights and obligations hereunder may be assigned at OMNIA Partners’ sole discretion to an affiliate of OMNIA Partners, any Version June 28, 2023
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purchaser of any or all or substantially all of the assets of OMNIA Partners, or the successor entity as a result of a merger, reorganization, consolidation, conversion or change of control, whether by operation of law or otherwise with Supplier’s written consent, which shall not be unreasonably withheld. Supplier may not assign its obligations hereunder without the prior written consent of OMNIA Partners, which shall not be unreasonably withheld.

Notwithstanding the foregoing, either may assign this Agreement to a successor pursuant to a merger, consolidation, or sale of all or substantially all its assets.

19. All written communications given hereunder shall be delivered by first-class mail, postage prepaid, or overnight delivery on receipt to the addresses as set forth below.

A. OMNIA Partners:

OMNIA Partners
5001 Aspen Grove
Franklin, TN 37067
Attention: Legal Department - Public Sector Contracting B. Supplier:

SHI International Corp.
290 Davidson Ave
Somerset, NJ 08873 ____________________ 20. If any provision of this Agreement shall be deemed to be, or shall in fact be, illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever, and this Agreement will be construed by limiting or invalidating such provision to the minimum extent necessary to make such provision valid, legal and enforceable.

21. This Agreement may not be amended, changed, modified, or altered without the prior written consent of the parties hereto, and no provision of this Agreement may be discharged or waived, except by a writing signed by the parties. A waiver of any particular provision will not be deemed a waiver of any other provision, nor will a waiver given on one occasion be deemed to apply to any other occasion.

22. This Agreement shall inure to the benefit of and shall be binding upon OMNIA Partners, the Supplier and any respective successor and assign thereto; subject, however, to the limitations contained herein.

23. This Agreement will be construed under and governed by the laws of the State of Delaware, excluding its conflicts of law provisions and any action arising out of or related to this Agreement shall be commenced solely and exclusively in the state or federal courts in Williamson County Tennessee.

24. This Agreement may be executed in counterparts, each of which is an original but all of which, together, shall constitute but one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile, or by .pdf or similar electronic transmission, will constitute effective execution and delivery of this Agreement as Version June 28, 2023
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to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile, or by .pdf or similar electronic transmission, will be deemed to be their original signatures for any purpose whatsoever. [INSERT SUPPLIER ENTITY NAME] NATIONAL

INTERGOVERNMENTAL

PURCHASING ALLIANCE

COMPANY, A DELAWARE

CORPORATION D/B/A OMNIA

PARTNERS, PUBLIC SECTOR
Signature Signature
Sarah Vavra
Name Name
Sr. Vice President, Public Sector
Contracting
Title Title
Date Date
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Exhibit C
Master Intergovernmental Cooperative Purchasing Agreement, Example

MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT This Master Intergovernmental Cooperative Purchasing Agreement (this “Agreement”) is entered into by and between those certain government agencies that execute a Principal Procurement Agency Certificate (“Principal Procurement Agencies”) with National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector, Communities Program Management, LLC, a California limited liability company d/b/a U.S. Communities, and/or NCPA LLC, a Texas limited liability company d/b/a National Cooperative Purchasing Alliance (collectively, “OMNIA Partners”), in its capacity as the cooperative administrator, to be appended and made a part hereof and such other agencies (“Participating Public Agencies”), as defined in each Master Agreement (as defined below), who register to participate in the cooperative purchasing programs administered by OMNIA Partners and its affiliates and subsidiaries (collectively, the “OMNIA Partners Parties”) by either registering on the OMNIA Partners website (www.omniapartners.com/publicsector or any successor website), or by executing a copy of this Agreement.

RECITALS
WHEREAS, after a competitive solicitation and selection process by Principal Procurement Agencies, in compliance with their own policies, procedures, rules and regulations, a number of suppliers have entered into “Master Agreements” (herein so called) to provide a variety of goods, products and services (“Products”) to the applicable Principal Procurement Agency and the Participating Public Agencies; WHEREAS, Master Agreements are made available by Principal Procurement Agencies through the OMNIA Partners Parties and provide that Participating Public Agencies may purchase Products on the same terms, conditions and pricing as the Principal Procurement Agency, subject to any applicable federal and/or local purchasing ordinances and the laws of the State of purchase; and
WHEREAS, in addition to Master Agreements, the OMNIA Partners Parties may from time to time offer Participating Public Agencies the opportunity to acquire Products through other group purchasing agreements.

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and of the mutual benefits to result, the parties hereby agree as follows:

1. Each party will facilitate the cooperative procurement of Products.

2. The Participating Public Agencies shall procure Products in accordance with and subject to the relevant federal, state and local statutes, ordinances, rules and regulations that govern Participating Public Agency’s procurement practices. The Participating Public Agencies hereby acknowledge and agree that it is the intent of the parties that all provisions of this Agreement and that Principal Procurement Agencies’ participation in the program described herein comply with all applicable laws, including but not limited to the requirements

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Exhibit F
Federal Funds Certifications

FEDERAL CERTIFICATIONS
ADDENDUM FOR AGREEMENT FUNDED BY U.S. FEDERAL GRANT
TO WHOM IT MAY CONCERN:

Participating Agencies may elect to use federal funds to purchase under the Master Agreement. This form should be completed and returned.

DEFINITIONS
Contract means a legal instrument by which a non–Federal entity purchases property or services needed to carry out the project or program under a Federal award. The term as used in this part does not include a legal instrument, even if the non–Federal entity considers it a contract, when the substance of the transaction meets the definition of a Federal award or subaward Contractor means an entity that receives a contract as defined in Contract.

Cooperative agreement means a legal instrument of financial assistance between a Federal awarding agency or pass-through entity and a non–Federal entity that, consistent with 31 U.S.C. 6302–6305:
(a) Is used to enter into a relationship the principal purpose of which is to transfer anything of value from the Federal awarding agency or pass-through entity to the non–Federal entity to carry out a public purpose authorized by a law of the United States (see 31 U.S.C. 6101(3)); and not to acquire property or services for the Federal government or pass-through entity's direct benefit or use;
(b) Is distinguished from a grant in that it provides for substantial involvement between the Federal awarding agency or pass-through entity and the non–Federal entity in carrying out the activity contemplated by the Federal award. (c) The term does not include:
(1) A cooperative research and development agreement as defined in 15 U.S.C. 3710a; or (2) An agreement that provides only:
(i) Direct United States Government cash assistance to an individual; (ii) A subsidy;
(iii) A loan;
(iv) A loan guarantee; or
(v) Insurance.

Non–Federal entity means a state, local government, Indian tribe, institution of higher education (IHE), or nonprofit organization that carries out a Federal award as a recipient or subrecipient.

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Nonprofit organization means any corporation, trust, association, cooperative, or other organization, not including IHEs, that:
(a) Is operated primarily for scientific, educational, service, charitable, or similar purposes in the public interest; (b) Is not organized primarily for profit; and
(c) Uses net proceeds to maintain, improve, or expand the operations of the organization.

Pass-through entity means a non–Federal entity that provides a subaward to a subrecipient to carry out part of a Federal program.

Termination means the ending of a Federal award, in whole or in part at any time prior to the planned end of period of performance.

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(b) Prohibition. (1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Nothing in the prohibition shall be construed to—
(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or (ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles. (2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115- 232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract or extending or renewing a contract with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. Nothing in the prohibition shall be construed to— (i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or (ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles. (c) Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equipment or services". (d) Representation. The Offeror represents that—
(1) It will, will not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation. The Offeror shall provide the additional disclosure information required at paragraph (e)(1) of this section if the Offeror responds "will" in paragraph (d)(1) of this section; and
(2) After conducting a reasonable inquiry, for purposes of this representation, the Offeror represents that— It does, does not use covered telecommunications equipment or services, or use any equipment, system, or service that uses covered telecommunications equipment or services. The Offeror shall provide the additional disclosure information required at paragraph (e)(2) of this section if the Offeror responds "does" in paragraph (d)(2) of this section. (e) Disclosures. (1) Disclosure for the representation in paragraph (d)(1) of this provision. If the Offeror has responded "will" in the representation in paragraph (d)(1) of this provision, the Offeror shall provide the following information as part of the offer. (i) For covered equipment—
(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the original equipment manufacturer (OEM) or a distributor, if known); (B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and (C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision. (ii) For covered services—
(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or
(B) If not associated with maintenance, the Product Service Code (PSC) of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision. (2) Disclosure for the representation in paragraph (d)(2) of this provision. If the Offeror has responded "does" in the representation in paragraph (d)(2) of this provision, the Offeror shall provide the following information as part of the offer:
(i) For covered equipment—
(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known); Version June 28, 2023
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(B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and (C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision. (ii) For covered services—
(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or
(B) If not associated with maintenance, the PSC of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.

Covered foreign country means The People’s Republic of China.

Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources.

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Roaming means cellular communications services (e.g., voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high.

Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service.
(b) Prohibition. (1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. The Contractor is prohibited from providing to the Government any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104.
(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115- 232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract, or extending or renewing a contract, with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. (c) Exceptions. This clause does not prohibit contractors from providing— (1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or
(2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles. (d) Reporting requirement.
(1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph (d)(2) of this clause to the Contracting Officer, unless elsewhere in this contract are established procedures for reporting the information; in the case of the Department of Defense, the Contractor shall report to the website at https://dibnet.dod.mil. For indefinite delivery contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https://dibnet.dod.mil. (2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause (i) Within one business day from the date of such identification or notification: the contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended. (ii) Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services. (e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e) and excluding paragraph (b)(2), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial items.

The following certifications and provisions may be required and apply when Participating Agency expends federal funds for any purchase resulting from this procurement process. Pursuant to 2 C.F.R. § 200.326, all contracts, including small purchases, awarded by the Participating Agency and the Participating Agency’s subcontractors shall contain the procurement provisions of Appendix II to Part 200, as applicable.

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APPENDIX II TO 2 CFR PART 200
(A) Contracts for more than the simplified acquisition threshold currently set at $250,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.

Pursuant to Federal Rule (A) above, when a Participating Agency expends federal funds, the Participating Agency reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party.

Does offeror agree? YES Initials of Authorized Representative of offeror
(B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to Federal Rule (B) above, when a Participating Agency expends federal funds, the Participating Agency reserves the right to immediately terminate any agreement in excess of $10,000 resulting from this procurement process in the event of a breach or default of the agreement by Offeror as detailed in the terms of the contract.

Does offeror agree? YES Initials of Authorized Representative of offeror
(C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 CFR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” Pursuant to Federal Rule (C) above, when a Participating Agency expends federal funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein.

Does offeror agree to abide by the above? YES Initials of Authorized Representative of offeror (D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non - Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non -Federal entity must report all suspected or reported violations to the Federal awarding agency.

Pursuant to Federal Rule (D) above, when a Participating Agency expends federal funds during the term of an award for all contracts and subgrants for construction or repair, offeror will be in compliance with all applicable Davis-Bacon Act provisions.

Does offeror agree? YES Initials of Authorized Representative of offeror (E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by Version June 28, 2023
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the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

Pursuant to Federal Rule (E) above, when a Participating Agency expends federal funds, offeror certifies that offeror will be in compliance with all applicable provisions of the Contract Work Hours and Safety Standards Act during the term of an award for all contracts by Participating Agency resulting from this procurement process.

Does offeror agree? YES Initials of Authorized Representative of offeror (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

Pursuant to Federal Rule (F) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (F) above.

Does offeror agree? YES Initials of Authorized Representative of offeror (G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended—Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the nonFederal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA)
In the event Federal Transit Administration (FTA) or Department of Transportation (DOT) funding is used by Participating Public Agency, Offeror also agrees to include Clean Air and Clean Water requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA.

Pursuant to Federal Rule (G) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency member resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (G) above.

Does offeror agree? YES Initials of Authorized Representative of offeror (H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the Executive Office of the President Office of Management and Budget (OMB) guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

Pursuant to Federal Rule (H) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded Version June 28, 2023
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from participation by any federal department or agency. If at any time during the term of an award the offeror or its principals becomes debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency, the offeror will notify the Participating Agency.

Does offeror agree? YES Initials of Authorized Representative of offeror (I) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award.

Such disclosures are forwarded from tier to tier up to the non-Federal award.

Pursuant to Federal Rule (I) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term and after the awarded term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that it is in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). The undersigned further certifies that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in accordance with its instructions.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
(3) The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly.

Does offeror agree? YES Initials of Authorized Representative of offeror

RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS When federal funds are expended by Participating Agency for any contract resulting from this procurement process, offeror certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. The offeror further certifies that offeror will retain all records as required by 2 CFR § 200.333 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

Does offeror agree? YES Initials of Authorized Representative of offeror Version June 28, 2023
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CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT When Participating Agency expends federal funds for any contract resulting from this procurement process, offeror certifies that it will comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18).

Does offeror agree? YES Initials of Authorized Representative of offeror

CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit Administration funds, offeror certifies that its products comply with all applicable provisions of the Buy America Act and agrees to provide such certification or applicable waiver with respect to specific products to any Participating Agency upon request.

Purchases made in accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open competition. Additionally:
(1) The Contractor agrees to comply with 49 USC 5323(j) and 49 CFR Part 661, which provide that federal funds may not be obligated unless steel, iron and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 CFR 661.7.A general public interest waiver from the Buy America requirements applies to microprocessors, computers, microcomputers, software or other such devices, which are used solely for the purpose of processing or storing data. This general waiver does not extend to a product or device that merely contains a microprocessor or microcomputer and is not used solely for the purpose of processing or storing data. Separate requirements for rolling stock are set out at 5323(j)(2)(C) and 49 CFR 661.11.
(2) A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification with all bids on FTAfunded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. This requirement does not apply to lower tier subcontractors.

The following certificates titled FTA and DOT Buy America Certification should be completed and returned with the response as part of FTA and DOT requirements.

FEDERAL TRASIT ADMINISTRATION (FTA) AND DEPARTMENT OF TRANSPORTATION (DOT) - BUY AMERICA: CERTIFICATION REQUIREMENT FOR PROCUREMENTOF ROLLING STOCK

CERTIFICATE OF COMPLIANCE
(select one of the two options, NOT BOTH)
Certificate of Compliance with 49 USC §5323(j)
The proposer hereby certifies that it will comply with the requirements of 49 U.S.C. 5323(j), and the applicable regulations of 49 CFR 661.11.

Check for YES:

OR
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Certificate of Non-Compliance with 49 USC §5323(j)
The proposer hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j), but may qualify for an exception to the requirement consistent with 49 U.S.C. 5323(j)(2)(C), and the applicable regulations in 49 CFR 661.7.

Check for YES:

FEDERAL TRASIT ADMINISTRATION (FTA) AND DEPARTMENT OF TRANSPORTATION (DOT) - BUY AMERICA: CERTIFICATION REQUIREMENT FOR PROCUREMENT OF STEEL OR MANUFACTURED PRODUCTS CERTIFICATE OF COMPLIANCE (select one of the two options, NOT BOTH) Certificate of Compliance with 49 USC §5323(j)(1)
The proposer hereby certifies that it will comply with the requirements of 49 U.S.C. 5323(j)(1), and the applicable regulations in 49 CFR part 661.

Check for YES:

OR
Certificate of Non-Compliance with 49 USC §5323(j)(1)
The proposer hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j), but it may qualify for an exception to the requirement pursuant to 49 U.S.C. 5323(j)(2), as amended, and the applicable regulations in 49 CFR 661.7.

Check for YES:

Does offeror agree? YES Initials of Authorized Representative of offeror Offeror’s Name: ___________________________________________________________________________________ Address, City, State, and Zip Code: ________________________________________________________________________ Phone Number: __________________________________
Fax Number: ______________________________________
Printed Name and Title of Authorized Representative: _____________________________________________________________________ Email Address: __________________________________________________________________________________ Signature of Authorized Representative: ____________________________________ Date: _____________________________

CERTIFICATION OF COMPLIANCE WITH BUY AMERICAN PROVISIONS Unless Supplier is exempt (See FAR 25.103), when authorized by statute or explicitly indicated by Participating Public Agency, Buy American requirements will apply where only unmanufactured construction material mined or produced in the United States shall be used (see Subpart 25.6 – American Recovery and Reinvestment Act-Buy American statute for additional details).

CERTIFICATION OF ACCESS TO RECORDS – 2 C.F.R. § 200.336 Offeror agrees that the Inspector General of the Agency or any of their duly authorized representatives shall have access to any documents, papers, or other records of offeror that are pertinent to offeror’s discharge of its obligations under the Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to offeror’s personnel for the purpose of interview and discussion relating to such documents.

Does offeror agree? YES Initials of Authorized Representative of offeror

CERTIFICATION OF APPLICABILITY TO SUBCONTRACTORS
Offeror agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions.

Does offeror agree? YES Initials of Authorized Representative of offeror Version June 28, 2023
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COMMUNITY DEVELOPMENT BLOCK GRANTS
Purchases made under this contract may be partially or fully funded with federal grant funds. Funding for this work may include Federal Funding sources, including Community Development Block Grant (CDBG) funds from the U.S. Department of Housing and Urban Development. When such funding is provided, Offeror shall comply with all terms, conditions and requirements enumerated by the grant funding source, as well as requirements of the State statutes for which the contract is utilized, whichever is the more restrictive requirement. When using Federal Funding, Offeror shall comply with all wage and latest reporting provisions of the Federal Davis-Bacon Act. HUD-4010 Labor Provisions also applies to this contract.

Does offeror agree? YES Initials of Authorized Representative of offeror Offeror agrees to comply with all federal, state, and local laws, rules, regulations and ordinances, as applicable. It is further acknowledged that offeror certifies compliance with all provisions, laws, acts, regulations, etc. as specifically noted above.

Offeror’s Name: ____________________________________________________________________________________________ Address, City, State, and Zip Code: _____________________________________________________________________________ Phone Number: _____________________________ Fax Number: ________________________________ Printed Name and Title of Authorized Representative: _____________________________________________________________________ Email Address: ____________________________________________________________________________________________ Signature of Authorized Representative: ____________________________________Date: _____________________________ Version June 28, 2023
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Part 3000 (Non-procurement Debarment and Suspension), must be rejected and cannot receive contract awards at any level.

Notice of Legal Matters Affecting the Federal Government In the event FTA or DOT funding is used by Participating Public Agency, Contractor agrees to:
1) The Contractor agrees that if a current or prospective legal matter that may affect the Federal Government emerges, the Contractor shall promptly notify the Participating Public Agency of the legal matter in accordance with 2 C.F.R. §§ 180.220 and 1200.220. 2) The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason.

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3) The Contractor further agrees to include the above clause in each subcontract, at every tier, financed in whole or in part with Federal assistance provided by the FTA.

1. Placing qualified small and minority businesses and women's business enterprises on solicitation lists;

2. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources;

3. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises;

4. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; and

5. Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce.

1.1 Applicability
This contract provision is required for contracts over the SAT, currently set at $250,000 for procurements made on or after June 20, 2018. Although not required for contracts at or below the SAT, FEMA suggests including a remedies provision.

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3. EQUAL EMPLOYMENT OPPORTUNITY
When applicable:
a. Standard. Except as otherwise provided under 41 C.F.R. Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-1.3 must include the equal opportunity clause provided under 41 C.F.R. § 60- 1.4(b), in accordance with Executive Order 11246, Equal Employment Opportunity (30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p.
339), as amended by Executive Order 11375, Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41 C.F.R. Part 60 (Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor). See 2 C.F.R. Part 200, Appendix II(C). b. Key Definitions.
i. Federally Assisted Construction Contract. The regulation at 41 C.F.R. § 60-

1.3 defines a “federally assisted construction contract” as any agreement or modification thereof between any applicant and a person for construction work which is paid for in whole or in part with funds obtained from the Government or borrowed on the credit of the Government pursuant to any Federal program involving a grant, contract, loan, insurance, or guarantee, or undertaken pursuant to any Federal program involving such grant, contract, loan, insurance, or guarantee, or any application or modification thereof approved by the Government for a grant, contract, loan, insurance, or guarantee under which the applicant itself participates in the construction work.
ii. Construction Work. The regulation at 41 C.F.R. § 60-1.3 defines “construction work” as the construction, rehabilitation, alteration, conversion, extension, demolition or repair of buildings, highways, or other changes or improvements to real property, Version June 28, 2023
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iii. including facilities providing utility services. The term also includes the supervision, inspection, and other onsite functions incidental to the actual construction. c. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs.
d. Required Language. The regulation at 41 C.F.R. Part 60-1.4(b) requires the insertion of the following contract clause.

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(7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.

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4. DAVIS-BACON ACT
a. Standard. All prime construction contracts in excess of $2,000 awarded by non- Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. §§ 3141- 3144 and 3146-3148) as supplemented by Department of Labor regulations at 29 C.F.R. Part 5 (Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction). See 2 C.F.R. Part 200, Appendix II(D). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. b. Applicability. The Davis-Bacon Act applies to the Emergency Management Preparedness Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program, and Transit Security Grant Program.
c. Requirements. If applicable, the non-federal entity must do the following:
i. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.
ii. Additionally, pursuant 2 C.F.R. Part 200, Appendix II(D), contracts subject to the Davis-Bacon Act, must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations at 29 C.F.R. Part 3 (Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States). The Copeland Anti- Kickback Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The nonFederal entity must report all suspected or reported violations to FEMA. iii. Include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”).

Suggested Language. The following provides a sample contract clause:

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b. Contractors are required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor.
c. Additionally, contractors are required to pay wages not less than once a week.

5. COPELAND ANTI-KICKBACK ACT
a. Standard. Recipient and subrecipient contracts must include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). b. Applicability. This requirement applies to all contracts for construction or repair work above $2,000 in situations where the Davis-Bacon Act also applies. It DOES NOT apply to the FEMA Public Assistance Program.
c. Requirements. If applicable, the non-federal entity must include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations at 29 C.F.R. Part 3 (Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States). Each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to FEMA. Additionally, in accordance with the regulation, each contractor and subcontractor must furnish each week a statement with respect to the wages paid each of its employees engaged in work covered by the Copeland Anti-Kickback Act and the Davis Bacon Act during the preceding weekly payroll period. The report shall be delivered by the contractor or subcontractor, within seven days after the regular payment date of the payroll period, to a representative of a Federal or State agency in charge at the site of the building or work.

Sample Language. The following provides a sample contract clause:

6. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT
a. Standard. Where applicable (see 40 U.S.C. §§ 3701-3708), all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations at 29 C.F.R. Part 5. See 2 C.F.R. Part 200, Appendix II(E). Under 40 U.S.C. § 3702, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. Further, no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous.
b. Applicability. This requirement applies to all FEMA contracts awarded by the non- federal entity in excess of $100,000 under grant and cooperative agreement programs that involve the employment of mechanics or laborers. It is applicable to construction work. These requirements do not apply to the purchase of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.
c. Suggested Language. The regulation at 29 C.F.R. § 5.5(b) provides contract clause language concerning compliance with the Contract Work Hours and Safety Standards Act. FEMA suggests including the following contract clause:

Compliance with the Contract Work Hours and Safety Standards Act. (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (b)(1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (b)(1) of this section, in the sum of $27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (b)(1) of this section. (3) Withholding for unpaid wages and liquidated damages. The Federal agency or loan/grant recipient shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in Version June 28, 2023
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paragraph (b)(2) of this section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (b)(1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (b)(1) through (4) of this section.

7. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT a. Standard. If the FEMA award meets the definition of “funding agreement” under 37C.F.R. § 401.2(a) and the non-Federal entity wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the non- Federal entity must comply with the requirements of 37 C.F.R. Part 401 (Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements), and any implementing regulations issued by FEMA. See 2 C.F.R. Part 200, Appendix II(F). b. Applicability. This requirement applies to “funding agreements,” but it DOES NOT apply to the Public Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program, and Federal Assistance to Individuals and Households – Other Needs Assistance Grant Program, as FEMA awards under these programs do not meet the definition of “funding agreement.”
c. Funding Agreements Definition. The regulation at 37 C.F.R. § 401.2(a) defines “funding agreement” as any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any contractor for the performance of experimental, developmental, or research work funded in whole or in part by the Federal government. This term also includes any assignment, substitution of parties, or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph.

Clean Air Act

1. The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.

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3. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA.

Federal Water Pollution Control Act

1. The contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.

3. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA.

9. DEBARMENT AND SUSPENSION
a. Standard. Non-Federal entities and contractors are subject to the debarment and suspension regulations implementing Executive Order 12549, Debarment and Suspension (1986) and Executive Order 12689, Debarment and Suspension (1989) at 2 C.F.R. Part 180 and the Department of Homeland Security’s regulations at 2 C.F.R. Part 3000 (Non-procurement Debarment and Suspension).
b. Applicability. This requirement applies to all FEMA grant and cooperative agreement programs.
c. Requirements.
i. These regulations restrict awards, subawards, and contracts with certain parties that are debarred, suspended, or otherwise excluded from or ineligible for participation in Federal assistance programs and activities. See 2 C.F.R. Part 200, Appendix II(H); and 2 C.F.R. § 200.213. A contract award must not be made to parties listed in the SAM Exclusions. SAM Exclusions is the list maintained by the General Services Administration that contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

SAM exclusions can be accessed at www.sam.gov. See 2 C.F.R. § 180.530. ii. In general, an “excluded” party cannot receive a Federal grant award or a contract within the meaning of a “covered transaction,” to include subawards and subcontracts. This includes parties that receive Federal funding indirectly, such Version June 28, 2023
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as contractors to recipients and subrecipients. The key to the exclusion is whether there is a “covered transaction,” which is any non-procurement transaction (unless excepted) at either a “primary” or “secondary” tier. Although “covered transactions” do not include contracts awarded by the Federal Government for purposes of the non-procurement common rule and DHS’s implementing regulations, it does include some contracts awarded by recipients and subrecipients.
iii. Specifically, a covered transaction includes the following contracts for goods or services:

1. The contract is awarded by a recipient or subrecipient in the amount of at least $25,000.

2. The contract requires the approval of FEMA, regardlessof amount.

3. The contract is for federally-required audit services.

Suspension and Debarment
(1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such, the contractor is required to verify that none of the contractor’s principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).
(2) The contractor must comply with 2 C.F.R. pt. 180, subpart C and2 C.F.R. pt. 3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.
(3) This certification is a material representation of fact relied upon by the Participating Public Agency. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the Participating Public Agency, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions.

10. BYRD ANTI-LOBBYING AMENDMENT
a. Standard. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to Version June 28, 2023
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influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. § 1352.

Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency.
d. Required Certification. If applicable, contractors must sign and submit to the non-federal entity the following certification.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard FormLLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

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Signature of Contractor’s Authorized Official
Name and Title of Contractor’s Authorized Official
Date
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1. Competitively within a timeframe providing for compliance with the contract performance schedule;

2. Meeting contract performance requirements; or

Additionally, Section 1225 of the Disaster Recovery Reform Act of 2018 prohibits FEMA from providing reimbursement to any state, local, tribal, or territorial government, or private non-profit for activities made pursuant to a contract that purports to prohibit audits or internal reviews by the FEMA administrator or Comptroller General.

Access to Records. The following access to records requirements apply to this contract:
i.The Contractor agrees to provide Participating Public Agency, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. ii.The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. iii. The Contractor agrees to provide the FEMA Administrator or his authorized representatives access to construction or other work sites pertaining to the work being completed under the contract.
iv.In compliance with the Disaster Recovery Act of 2018, the Participating Public Agency and the Contractor acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States.

4. CHANGES
a. Standard. To be eligible for FEMA assistance under the non-Federal entity’s FEMA grant or cooperative agreement, the cost of the change, modification, change order, or constructive change must be allowable, allocable, within the scope of its grant or cooperative agreement, and reasonable for the completion of project scope.
b. Applicability. FEMA recommends, therefore, that a non-Federal entity include a changes clause in its contract that describes how, if at all, changes can be made by either party to alter the method, price, or schedule of the work without breaching the contract. The language of the clause may differ depending on the nature of the contract and the end-item procured.

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18. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS a. Standard. Recipients must comply with the requirements of The False Claims Act (31 U.S.C. §§ 3729- 3733) which prohibits the submission of false or
fraudulent claims for payment to the federal government. See DHS Standard Terms and Conditions: Version 8.1 (2018); and 31 U.S.C. §§ 3801-3812, which details the administrative remedies for false claims and statements made. The non-Federal entity must include a provision in its contract that the contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to its actions pertaining to the contract. b. Applicability. FEMA recommends that the non-Federal entity include a provision in its contract that the contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to its actions pertaining to the contract. c. “The Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor’s actions pertaining to this contract.” d. In the event FTA or DOT funding is used by a Participating Public Agency, Contractor further acknowledges U.S. DOT regulations, “Program Fraud Civil Remedies,” 49 CFR Part 31, and apply to its actions pertaining to this Contract. Upon execution of the underlying Contract, Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to me made, pertaining to the underlying Contract or the FTA assisted project for which this Contract Work is being performed.

Contractor also acknowledges that if it makes, or causes to me made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected Version June 28, 2023
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with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307 (n)(1) on the Contractor, to the extent the Federal Government deems appropriate.

Offeror agrees to comply with all terms and conditions outlined in the FEMA Special Conditions section of this solicitation.

Offeror’s Name: ______________________________________________ Address, City, State, and Zip Code: _____________________________________________________________________________ Phone Number: ________________________ Fax Number: ______________________________ Printed Name and Title of Authorized Representative: ____________________________________________________________ Email Address: _____________________________________________ Signature of Authorized Representative: ____________________________________ Date: ________________________________

EXHIBIT 1

DRAFT AGREEMENT
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EXHIBIT D

SPECIAL TERMS AND CONDITIONS FOR FEDERAL FUNDS
The Special Terms and Conditions for Federal Funds will be added here when Agreement is finalized.

Amazon Web Services (AWS)
https://aws.amazon.com/agreement/
Google Cloud Platform (GCP)
https://cloud.google.com/terms
Microsoft Azure:
https://azure.microsoft.com/en-us/support/legal/
[Project Name]
Statement of Work
For [Customer Name]
SHI International Corp.

SOW # [#]
[Publish Date]
Presented By
{SHI-User}
Account Executive, SHI
{Email}
Created By
{Services Team Member}
{Title}
{Email}
STATEMENT OF WORK FOR [CUSTOMER NAME] [PROJECT NAME]
CONFIDENTIAL | SHI SOW2023 | PAGE 2 OF 13
Table of Contents 1 Executive Summary ...................................................................................................................... 3 2 Project Description ....................................................................................................................... 3

2.1 In Scope ............................................................................................................................................... 3

2.2 Deliverables ......................................................................................................................................... 3

2.3 Project Specific Assumptions ............................................................................................................ 3

2.4 Project Specific Customer Responsibilities ...................................................................................... 3

2.5 Out of Scope ........................................................................................................................................ 3

2.6 Project Duration .................................................................................................................................. 4

2.7 Project Management .......................................................................................................................... 4

2.8 Resources and Skills ........................................................................................................................... 5

2.9 Success Criteria .................................................................................................................................. 5 3 Assumptions ................................................................................................................................ 6 4 Customer Responsibilities ............................................................................................................ 6 5 Duties of SHI ................................................................................................................................ 8 6 Change Control Process ............................................................................................................... 8 7 Project Initiation Process.............................................................................................................. 8 8 Price and Payment Schedule......................................................................................................... 9

8.1 Credits or Discounts ........................................................................................................................... 9

8.1.1 Credits or Discount Terms: ........................................................................................................ 9

8.2 Payment Schedule .............................................................................................................................. 9

8.3 Travel Expenses ................................................................................................................................ 10

8.4 Billing Terms ...................................................................................................................................... 10

8.4.1 Exception ................................................................................................................................... 10

8.5 Final Acceptance ............................................................................................................................... 10 9 Terms and Conditions................................................................................................................. 11 10 SOW Acceptance .................................................................................................................... 11 11 Confidential ............................................................................................................................ 12 12 Billing Information .................................................................................................................. 12 13 Project Location(s) & Contact Information............................................................................... 12 STATEMENT OF WORK FOR [CUSTOMER NAME] [PROJECT NAME]
CONFIDENTIAL | SHI SOW2023 | PAGE 3 OF 13
1 Executive Sum m ar y [This should be a high-level executive description of the project.] [Customer Name] (“Customer”) has engaged SHI International Corp. (“SHI”) to [brief phrase describing high level goal] (“Services”).
2 Pr oject Descr ipt ion SHI shall provide the following Services to Customer on a fixed cost basis.

2.1 In Scope
• Bulleted list of Scope items

2.2 Deliverables
[This section should include any tangible customer deliverables such as documents, plans, diagrams.] All documents included in this section will be provided to the Customer. • Bulleted List of Deliverables

2.3 Pr oject Specific Assum pt ion s
• Bulleted List of project assumptions specific to the success of this project

2.4 Pr oject Specific Cust om er Respon sibilit ies
• Bulleted List of Customer Responsibilities or prerequisites specific to the success of this project

2.5 Out of Scope
Any services not explicitly listed above as “In Scope” shall be considered out of scope for this project.

Additionally, the areas that are out of scope for this project include, but are not limited to, the following list. If any of these items are required for your organization, they can be scoped separately. • Bulleted list of Out of Scope items
STATEMENT OF WORK FOR [CUSTOMER NAME] [PROJECT NAME]
CONFIDENTIAL | SHI SOW2023 | PAGE 4 OF 13

2.6 Pr oject Duration
Project duration is defined as the entire time taken to complete the project, based on the resources allocated. The estimated project duration is [XX DAYS/WEEKS/MONTHS] *.

SHI and the Customer will provide the required resources to deliver this project within the estimated duration. SHI and the Customer will allow for reasonable accommodations due to holidays, vacations, and unforeseen delays in deliveries.
* Please be advised that the above timeframe is to provide a general timeline for delivery and is not a true reflection of the total man hours/effort involved for this engagement.

2.7 Pr oject Management
[Replace if Partner is providing PM with their methodology. If SHI is providing PM, please choose one of the following 3 options.]
SHI will provide a Project Manager to work with the Customer to see the engagement through to completion. The SHI Project Manager will cover items such as, but not limited to:

Option 1 – Ex: Consulting, Onsite Services
• Acting as a point of contact that will be responsible for monitoring project progress as described in this Statement of Work.
• Conducting a project kick off.
• Monitoring the budget and providing a monthly status update. • Executing change requests to project scope, schedule, and or cost as needed. • Initiating project closure to confirm deliverables were achieved and request project acceptance.

Option 2 – Ex: Most standard engagements
• Leading the engagement to achieve the scope as described in this Statement of Work. • Conducting a project kick off and creating a project schedule to ensure that the project is executed on time and on budget.
• Responsible for coordinating resources based on the project scope and their expertise as well as establishing roles and responsibilities.
• Communicating status updates which includes action items, issues and risks as well as developing and facilitating mitigation plans.
• Executing change requests to project scope, schedule, and or cost as needed. • Acting as the single point of contact for any issues or escalations throughout the engagement. • Initiating project closure to confirm deliverables were achieved and request project acceptance.

Option 3 – Multiphase high user count migrations
• Determining which project methodologies to leverage in order to achieve the scope on time and within budget as described in this Statement of Work.
• Assembly of the project team based on scope and expertise, establishing roles and responsibilities and then coordinating resources throughout the engagement to ensure tasks are executed appropriately.

STATEMENT OF WORK FOR [CUSTOMER NAME] [PROJECT NAME]
CONFIDENTIAL | SHI SOW2023 | PAGE 6 OF 13
3 Assum pt ion s [This section includes standard Assumptions and should not be edited. Project-specific Assumptions may be listed in section 2.3]
The project scope and associated price quoted within this Statement of Work are based on the following assumptions. Should any element(s) of these assumptions be lacking during execution of services, additional time and associated fees and expenses may be required to complete this Statement of Work.

1. Minimum lead time for scheduling project kickoff meeting is fifteen (15) business days from our receipt of the signed SOW or fifteen (15) business days from the confirmed start date between SHI and Customer; whichever date is later. Should you require more aggressive scheduling, please contact SHI to determine availability.

2. Please note that the time designated for Knowledge Transfer is throughout the project. Customer is responsible for providing a resource or resources focused on this project and the extent of the knowledge transfer is dependent upon the availability of these resources. A maximum of two hours of dedicated knowledge transfer at the project’s conclusion will be provided unless otherwise noted within this Statement of Work.

3. SHI is not responsible for delays caused by failures; including but not exclusive to systems, personnel or environmental causes or in receiving data from Customer.

4. Any restrictions or requirements regarding the SHI consultants’ use of personal equipment must be stated in advance of the commencement of the project.

5. All hardware and/or software and licensing required to perform the above services will be provided by and is the responsibility of Customer. All wiring, hardware, and software required to perform the above services are in working order.

6. All parties agree that personnel shall not be asked to perform, nor volunteer to perform, engineering and/or consulting tasks that lie outside the skill sets and experience of personnel.

Personnel have the right to decline on a service request if the request falls outside the scope of their experience and expertise.

7. Project activity will be scheduled during the hours of 8:00 AM to 5:00 PM local time. Any work performed outside these hours must be previously agreed upon by both parties and scheduled in advance.

8. All documentation will be delivered within fifteen (15) business days after the completion of the in-scope tasks or phases of the project. A standard document template will be utilized for this service delivery.
4 Customer Responsibilities [This section includes standard SHI Responsibilities and should not be edited. Project-specific Responsibilities may be listed in section 2.4]
Both Customer and SHI are responsible for the successful execution of this engagement. Prior to the start of this SOW, Customer will indicate to SHI in writing a person to be the point of contact. All project communications will be addressed to such point of contact (the “Customer Contact”). The Customer Contact is responsible for the following:

1. Performing a full working backup prior to the commencement of services as SHI is not responsible for lost data.

2. Ensuring all related information and communication regarding this project is done through the Project Manager as expeditiously as possible.

STATEMENT OF WORK FOR [CUSTOMER NAME] [PROJECT NAME]
CONFIDENTIAL | SHI SOW2023 | PAGE 8 OF 13
5 Duties of SHI SHI shall provide the Services and the SHI Work Product during the term of this engagement in accordance with this SOW and these terms and conditions.

1. SHI will provide all resources, facilities, management, labor, expertise, skills, tools, and equipment necessary for the performance of its obligations under this SOW.

2. Without limiting the foregoing, SHI shall:
a. keep the Customer Project Manager advised of the progress of the project and the status of the Deliverables;
b. permit any designated representative of Customer periodically to review the work of SHI personnel performing Services and preparing Deliverables; c. perform the Services in a timely manner and provide the Deliverables in accordance with this Statement of Work; and
d. keep accurate records of work performed on this Statement of Work, evidence of which SHI shall provide to Customer upon request.
6 Change Control Process The “Change Control Process” is that process which shall govern changes to the scope, schedule or price of the Project during the life of the Project. The Change Control Process will apply to new components and to enhancements of existing components. The Change Control Process will commence at the start of the Project and will continue throughout the Project's duration.

Under the Change Control Process, a written “Change Request” will be the vehicle for communicating any desired changes to the project. It will describe the proposed change; the reason for the change and the effect the change may have on the Project. The Project Manager of the requesting party will submit a written Change Request to the Project Manager for the other parties.

SHI and Customer will review the change request. All parties must sign the approval portion of the Change Request to authorize the implementation of any change that affects the Project’s scope, schedule or price.
7 Pr oject In it iat ion Pr ocess Upon receipt of a signed SOW and Purchase Order, planning for the project will commence. A key step in the planning process is the Kickoff Meeting with Customer’s Team.

In the kickoff meeting, the contents of the SOW will be reviewed. This is an opportunity for Customer’s team who will be involved with the project to understand the Project’s goals, tasks, deliverables, and timelines.

Upon completion of the project kickoff meeting, minutes of the Kickoff meeting will be created based on the meeting discussion and distributed to Customer. Any changes to the project will be documented in these minutes. If Change Orders are necessary due to changes, that process will be initiated after the Kick-off meeting.

STATEMENT OF WORK FOR [CUSTOMER NAME] [PROJECT NAME]
CONFIDENTIAL | SHI SOW2023 | PAGE 10 OF 13

8.3 Tr avel Expenses

CHOOSE ONE OF THE FOLLOWING
OPTION 1
Travel expenses are not included in the above price. Any Expenses incurred will be billed as actual and receipts will be provided. Any travel must be pre-approved in advance by Customer (a pre-approval form will be submitted for signature prior to the trip). Expenses will adhere to SHI’s Travel and Expense policy or the Customer’s, if required.

The estimated travel expenses for this project are $XX.

OPTION 2
No travel is required for this project.

OPTION 3
Travel and expenses are included in the above price.

8.4 Billin g Ter m s
SHI will request the approval of Customer when a milestone (see Payment Schedule above) has been completed. Upon receipt of Customer’s approval, SHI will invoice Customer for the milestone. All invoices are due and payable within 30 calendar days of the invoice date.

Fees DO NOT include applicable taxes that must be collected. Please allow for taxes that may apply to the work outlined in your Purchase Order. Tax will be applied to the address in the “Billing Information” section unless otherwise specified in “Exception” section below. *Update per section used*

8.4.1 Exception
**Select OPTION 1 “Taxes will be applied to the physical addresses where the work is performed.” when onsite field services are performed.

OPTION 1
Taxes will be applied to the physical addresses where work is performed.

OPTION 2
No exceptions apply.

8.5 Fin al Accept an ce
At the completion of the work SHI will provide a “Project Acceptance Form” for execution by Customer.

Customer’s signature on this form signifies the Customer’s Final Acceptance of the work, and agreement that all Deliverables have been completed in accordance with the SOW and the final invoice may be issued by SHI. If the Customer does not so accept the Deliverables then Customer shall, within fifteen calendar days after receipt of the Project Acceptance Form, state specifically which Deliverables were not Final Accepted and why, and return the form to SHI for resolution.

If Customer does not return the Project Acceptance Form within fifteen calendar days after the date of its transmittal, Customer shall be deemed to have Final Accepted the Deliverables, and consequently, the remainder of the Services, and SHI will invoice the Customer for the remainder of the price due to SHI.

Project Name
Statement of Work
For [Customer Name]
Presented By
SHIuser
Account Executive, SHI
{Email}
Created By
{Services Team Member}
{Title}
{Email}
SHI International Corp.

SOW # [#]
Publish Date
STATEMENT OF WORK FOR [CUSTOMER NAME] PROJECT NAME
CONFIDENTIAL | SHI SOW2023| PAGE 2 OF 13
Table of Contents 1 Executive Summary ...................................................................................................................... 3 2 Project Description ....................................................................................................................... 3

2.1 In Scope ............................................................................................................................................... 3

2.2 Deliverables ......................................................................................................................................... 3

2.3 Project Specific Assumptions ............................................................................................................ 3

2.4 Project Specific Customer Responsibilities ...................................................................................... 3

2.5 Out of Scope ........................................................................................................................................ 3

2.6 Project Duration .................................................................................................................................. 4

2.7 Project Management .......................................................................................................................... 4

2.8 Resources and Skills ........................................................................................................................... 5 3 Assumptions ................................................................................................................................ 6 4 Customer Responsibilities ............................................................................................................ 6 5 Duties of SHI ................................................................................................................................ 8 6 Change Control Process ............................................................................................................... 8 7 Project Initiation Process.............................................................................................................. 8 8 Price and Payment Information..................................................................................................... 9

8.1 Credits or Discounts ........................................................................................................................... 9

8.1.1 Credits or Discount Terms: ........................................................................................................ 9

8.2 Travel Expenses ................................................................................................................................ 10

8.3 Billing Terms ...................................................................................................................................... 10

8.3.1 Exception ................................................................................................................................... 10

8.4 Final Acceptance ............................................................................................................................... 10 9 Terms and Conditions................................................................................................................. 11 10 SOW Acceptance .................................................................................................................... 11 11 Confidential ............................................................................................................................ 12 12 Billing Information .................................................................................................................. 12 13 Project Location(s) & Contact Information............................................................................... 12 STATEMENT OF WORK FOR [CUSTOMER NAME] PROJECT NAME
CONFIDENTIAL | SHI SOW2023| PAGE 3 OF 13
1 Executive Sum m ar y [This should be a high-level executive description of the project.] [Customer Name] (“Customer”) has engaged SHI International Corp (“SHI”) to [brief phrase describing high level goal] (“Services”).
2 Pr oject Descr ipt ion SHI shall provide the following Services to Customer on a time and materials cost basis.

2.1 In Scope
• Bulleted list of In Scope items

2.3 Pr oject Specific Assum pt ion s
• Bulleted List of project assumptions specific to the success of this project

2.4 Pr oject Specific Cust om er Respon sibilit ies
• Bulleted List of Customer Responsibilities or prerequisites specific to the success of this project

2.5 Out of Scope
Any Services not explicitly listed above as “In Scope” shall be considered out of scope for this project.

Additionally, the areas that are out of scope for this project include, but are not limited to, the following list. If any of these items are required for your organization, they can be scoped separately. • Bulleted list of Out of Scope items
STATEMENT OF WORK FOR [CUSTOMER NAME] PROJECT NAME
CONFIDENTIAL | SHI SOW2023| PAGE 4 OF 13

2.6 Pr oject Duration
Project duration is defined as the entire time taken to complete the project, based on the resources allocated. The estimated project duration is [XX DAYS/WEEKS/MONTHS] *.

SHI and the Customer will provide the required resources to deliver this project within the estimated duration. SHI and the Customer will allow for reasonable accommodations due to holidays, vacations, and unforeseen delays in deliveries.
*Note that Time and Materials budgets and durations are estimates. The final duration of the Services is affected by the actual time provided by all resources against the budget.

2.7 Pr oject Man agem en t
[Replace if Partner is providing PM with their methodology. If SHI is providing PM, please choose one of the following 3 options.]
SHI will provide a Project Manager to work with the Customer to see the engagement through to completion. The SHI Project Manager will cover items such as, but not limited to:

STATEMENT OF WORK FOR [CUSTOMER NAME] PROJECT NAME
CONFIDENTIAL | SHI SOW2023| PAGE 6 OF 13
3 Assum pt ion s [This section includes standard Assumptions and should not be edited. Project-specific Assumptions may be listed in section 2.3]
The project scope and associated price quoted within this Statement of Work are based on the following assumptions. Should any element(s) of these assumptions be lacking during execution of Services, additional time and associated fees and expenses may be required to complete this SOW.

1. Minimum lead time for scheduling Project Kickoff meeting is fifteen (15) business days from our receipt of the signed SOW or fifteen (15) business days from the confirmed start date between SHI and Customer; whichever date is later. Should you require more aggressive scheduling, please contact SHI to determine availability.

2. Please note that the time designated for knowledge transfer is throughout the engagement.

Customer is responsible for providing a resource dedicated to this engagement and the extent of the knowledge transfer is dependent upon the availability of this resource.

3. SHI is not responsible for delays caused by failures, including but not exclusive to systems, personnel, or environmental causes or in receiving data from Customer.

4. Any restrictions or requirements regarding the engineer’s use of personal equipment must be stated in advance of the commencement of the engagement.

5. All hardware and/or software and licensing required to perform the above Services will be provided by and is the responsibility of Customer. All wiring, hardware, and software required to perform the above Services are in working order.

6. All parties agree that personnel shall not be asked to perform, nor volunteer to perform, engineering and/or consulting tasks that lie outside the skill sets and experience of personnel.

Personnel have the right to decline on a service request if the request falls outside the scope of their experience and expertise.

7. Project activity will be scheduled during the hours of 8:00 AM to 5:00 PM local time. Any work performed outside these hours is considered "overtime" and subject to overtime rates. Overtime Services must be previously agreed upon by both parties, scheduled in advance and will require a change order authorizing such charges.

1. Performing a full working backup prior to the commencement of Services as SHI is not responsible for lost data.

STATEMENT OF WORK FOR [CUSTOMER NAME] PROJECT NAME
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5 Duties of SHI SHI shall provide the Services and the SHI Work Product during the term of this engagement in accordance with this SOW and these terms and conditions.

1. SHI will provide all resources, facilities, management, labor, expertise, skills, tools, and equipment necessary for the performance of its obligations under this SOW.

Upon completion of the project kickoff meeting, minutes of the Kickoff meeting will be created based on the meeting discussion and distributed to Customer. Any changes to the project scope will be documented in these minutes. If Change Orders are necessary due to scope changes, that process will be initiated after the Kickoff meeting.

STATEMENT OF WORK FOR [CUSTOMER NAME] PROJECT NAME
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8.2 Tr avel Expenses

OPTION 2
No travel is required for this project.

8.3 Billin g Ter m s
Invoices are processed monthly. All invoices are due and payable within 30 calendar days of the invoice date.

8.3.1 Exception
**Select OPTION 1 “Taxes will be applied to the physical addresses where the work is performed.” when onsite field Services are performed.

OPTION 1
Taxes will be applied to the physical addresses where work is performed.

OPTION 2
No exceptions apply.

8.4 Fin al Accept an ce
At the completion of the work SHI will provide a “Project Acceptance Form” for execution by Customer.

Amazon Web Services Partner Package – US State
and Local Government and Education
Updated Q2 2023
“This document is provided for informational purposes only. It represents AWS’s current product offerings and practices as of the date of issue of this document and is subject to change. Customers are responsible for making their own independent assessment of the information in this document and any use of AWS’s products or services.

This document does not create any warranties, representations, contractual commitments, conditions or assurances from AWS, its affiliates, suppliers or licensors. The responsibilities and liabilities of AWS to its customers are controlled by AWS agreements, and this document is not part of, nor does it modify, any agreement between AWS and its customers. For current prices for AWS services, please refer to the AWS website at www.aws.amazon.com.” Partner Package – US
Submitted by:

Amazon Web Services, Inc.
410 Terry Avenue North
Seattle, WA 98109-5210
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Table of Contents

1. AWS History and Overview ............................................................................................... 5

2. State and Local Government and Education ................................................................... 7

2.1. What You Can Do With AWS....................................................................................... 7

2.1.1. State and Local Government ............................................................................. 7

2.1.2. Support for Remote Work and Learning ............................................................ 8

2.1.3. Education .......................................................................................................... 8

3. Benefits of Working with the AWS Partner Network (APN)............................................. 9

3.1. Benefits of APN for Customers .................................................................................... 9

4. AWS Cloud Security ........................................................................................................10

4.1. Shared Controls for Security and Compliance............................................................12

4.2. Data Privacy and Ownership......................................................................................12

4.3. Customer Control of Data Residency .........................................................................13

5. Services Overview ...........................................................................................................14

5.1. Compute Services......................................................................................................15

5.2. Storage Services........................................................................................................16

5.3. Database Services.....................................................................................................16

5.4. Analytics Services......................................................................................................16

5.5. Networking and Content Delivery Services ................................................................17

5.6. Migration and Transfer Services ................................................................................17

5.7. Management and Governance Services ....................................................................17

5.8. Security, Identity, and Compliance Services ..............................................................17

5.9. Developer Tools.........................................................................................................18

5.10. ML and AI Services....................................................................................................18

5.11. IoT Services...............................................................................................................18

5.12. Mobile Services..........................................................................................................19

5.13. Call Center Services ..................................................................................................19

5.14. Hybrid Services..........................................................................................................19

5.15. Other Services ...........................................................................................................20

6. AWS Cloud Infrastructure ...............................................................................................20

6.1. Access to Physical Infrastructure and Data Center Facilities......................................21

6.2. Data Center Audits.....................................................................................................22

6.3. Service Level Agreements .........................................................................................22

6.4. Data Center Virtual Tours ..........................................................................................23

6.5. Data Center Security..................................................................................................23

7. Automatic Scaling of Cloud Resources .........................................................................24

7.1. Scaling.......................................................................................................................24

7.2. Load Balancing ..........................................................................................................24

7.3. Monitoring and Alarms ...............................................................................................25

8. Architecting for High Availability and Reliability...........................................................25

8.1. AWS Responsibility: Data Center Availability and Reliability ......................................26

8.2. Customer Responsibility: Designing for Availability and Reliability .............................26

8.3. Resources and Reference Architecture......................................................................27

8.4. Building Secure Solutions on AWS ............................................................................27 AWS Partner Package – US State and Local Government and Education Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Q2 2023 ii

8.5. Granting and Managing Account Access....................................................................28

8.5.1. IAM Users........................................................................................................28

8.5.2. IAM Groups .....................................................................................................28

8.5.3. IAM Roles........................................................................................................29

8.5.4. Identity Federation...........................................................................................29

8.5.5. Setting Granular Permissions ..........................................................................29

8.5.6. Temporary Security Credentials ......................................................................29

8.6. Tools for Logical Separation.......................................................................................29

8.7. Tools for Encryption ...................................................................................................30

8.7.1. Protecting Data at Rest....................................................................................30

8.7.2. Protecting Data in Transit ................................................................................30

8.8. Automating Security and Compliance ........................................................................31

8.9. Penetration Testing....................................................................................................31

8.10. Data Breaches ...........................................................................................................31

9. AWS Training and Certification.......................................................................................31

9.1. Benefits of Training and Certification..........................................................................32

9.2. Approach to Training and Workforce Development ....................................................32

9.3. Learning Needs Analysis ...........................................................................................33

9.4. Modes of Training Delivery.........................................................................................34

9.5. AWS Certification.......................................................................................................35

10. Achieving Compliance on AWS ......................................................................................36

10.1. Certifications and Attestations....................................................................................37

10.2. Laws, Regulations, and Privacy .................................................................................37

10.2.1. FERPA ............................................................................................................37

10.2.2. HIPAA/HITECH ...............................................................................................38

10.2.2.1. AWS and HIPAA........................................................................................38

10.2.2.2. HIPAA for AWS Partners ...........................................................................39

10.2.3. IRS Pub 1075 ..................................................................................................39

10.2.4. VPAT/Section 508 ...........................................................................................39

10.2.4.1. AWS and VPAT/Section 508......................................................................39

10.3. Alignments/Frameworks.............................................................................................40

10.3.1. Criminal Justice Information Services ..............................................................40

10.3.1.1. AWS and CJIS...........................................................................................40

10.3.1.2. CJIS for AWS Partners ..............................................................................41

10.3.2. Cloud Security Alliance....................................................................................41

10.3.2.1. AWS and CSA ...........................................................................................41

10.3.2.2. CSA for AWS Partners...............................................................................41

10.3.3. Federal Information Security Management Act ................................................41

10.3.4. National Institute of Standards and Technology 800-53...................................42

10.3.4.1. AWS and NIST 800-53...............................................................................42

10.3.4.2. NIST 800-53 for AWS Partners..................................................................42

10.3.5. Uptime Institute Tiers.......................................................................................43

10.3.5.1. AWS and Uptime Institute Tiers .................................................................43

10.3.5.2. Uptime Institute Tiers for AWS Partners.....................................................43

11. Managing AWS Resources..............................................................................................44

11.1. AWS Management Console.......................................................................................44

11.2. Command Line Interface (CLI)...................................................................................44

11.3. Management Tools ....................................................................................................44

12. Back-up and Disaster Recovery (DR) .............................................................................45 AWS Partner Package – US State and Local Government and Education Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Q2 2023 iii

12.1. Backup and Restore ..................................................................................................46

12.2. Pilot Light for Simple Recovery into AWS Warm Standby Solution.............................47

12.3. Warm Standby Solution in AWS.................................................................................47

12.4. Multi-Site Solution Deployed on AWS and Onsite ......................................................47

13. Security Questionnaires..................................................................................................47

14. AWS Public Sector Access Policy – Instructions..........................................................48 List of Figures
Figure 1: AWS Shared Responsibility Model.............................................................................11 Figure 2: Partner Model Determines Level of Involvement in Customer Responsibility. ............12 Figure 3: AWS Services. ...........................................................................................................15 Figure 4: AWS Regions and Availability Zones. ........................................................................21 Figure 5. Regions and Availability Zones ..................................................................................21 Figure 6: Auto Scaling and Elastic Load Balancing with Amazon CloudWatch alarms. .............25 Figure 7: Fault Tolerant AWS Reference Architecture...............................................................27 Figure 8: Phases of Learning Continuum ..................................................................................33 Figure 9: AWS Certification Programs.......................................................................................36 Figure 10: RPO and RTO..........................................................................................................46 Figure 11: Spectrum of DR Options. .........................................................................................46 Figure 12: 2022 Gartner Magic Quadrant for Cloud Infrastructure and Platform Services .......A-2 List of Tables
Table 1: Benefits of the Cloud .................................................................................................... 5 Table 2: Features of AWS Training and Certification Delivery...................................................35 Table 3: AWS SOC Reports.................................................................................................. C-12 Appendices
Appendix A. Industry Analyst Reports on AWS Market Position.............................................. A-1 Appendix B. AWS Resources.................................................................................................. B-3 Appendix C. Common AWS Certifications............................................................................... C-7 AWS Partner Package – US State and Local Government and Education Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Q2 2023 4
How to Use this Document
This document contains information on the most frequently requested proposal topics from our Amazon Web Services, Inc. (AWS) Partner Network (APN) Partners. Please reach out to your aligned AWS partner manager if you need additional information to meet specific request for proposal/quotation/tender, etc. (RFx) requirements.

The content in this document is intended as informational material regarding AWS Cloud services that may be used to inform your responses to particular RFxs from your public sector customers. While AWS encourages you to rely on the Partner Package content to help you formulate your response, you may not attach the Partner Package to your response or copy and paste Partner Package content into your response without prior consent from AWS. Graphics or images may be copied and pasted into your response as long as: (1) clear and appropriate attribution is given to AWS or the third-party source of such images and (2) such images are copied in their entirety and without modification. You can refer to the cross-referenced RFx Aids at the top of each section for more information on the section’s topic.

AWS is not a party to any contract resulting from a proposal or tender. As it relates to your RFx response, AWS is a supplier—not a subcontractor—and we are not submitting a joint response or co-drafting a project scope. Your response must be on your letterhead and in your voice.

AWS cannot write your response—or any part of the response—on your behalf.

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• Justice and public safety customers can use AWS to help them tackle public safety data needs like records management systems, digital investigation practices, and next generation 911 technology.
• Digital government solutions on AWS can span open data initiatives, traffic analysis, citizen service improvements, and IoT-based smart city projects, such as early flood warning systems, predictive analytics for road maintenance, and efficient trash pickup.
• Elections administrators, political campaigns, and civic organizations can leverage AWS to provide underlying elections infrastructure in a secure, costeffective, and scalable way. • AWS offers a business continuity solution called CloudEndure Disaster Recovery that minimizes downtime and data loss by providing fast, reliable, cloud-based disaster recovery. The solution continuously replicates applications from physical, virtual, or cloud-based infrastructure to a low-cost staging area that is automatically provisioned in any target AWS Region of choice.

2.1.2. Support for Remote Work and Learning
• Government agencies and educational institutions can quickly set up a cloudbased contact center with Amazon Connect for IT helpdesks and other departments needing to provide inbound and outbound support. • If you need to deliver personal cloud desktops to support remote work scenarios, you can use Amazon WorkSpaces to provision either Windows or Linux desktops in just a few minutes and quickly scale to provide thousands of desktops to users, anywhere.
• If you need to virtualize computer lab spaces to support online distance learning, you can centrally manage desktops and applications on Amazon AppStream 2.0 and securely deliver them to any computer using a web browser.

2.1.3. Education
• K12 and Primary Education can use AWS for data center migration, student data and analytics, and streamlining district IT operations, among other use cases. • Higher Education Institutions can support on-demand campus-wide IT management, easily deploy big data solutions, reduce their overall IT costs, and accelerate their research timelines by focusing on science rather than infrastructure.
• Join AWS Educate to access online learning modules for cloud computing to your students and virtual cloud labs to your faculty at no cost. • To help students gain industry-recognized certifications and prepare for indemand cloud jobs, higher education customers use AWS Academy, which offers a cloud-based curriculum for educators to stay current with cloud innovation and equip students with valuable cloud skills. • EdTechs can use AWS to build and launch solutions that help students learn, with the flexibility and agility needed to experiment.

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3. Benefits of Working with the AWS Partner Network (APN) You can find more information and use cases at the AWS Partner Network website and our Customer Success Stories page.

The AWS Partner Network (APN) provides an extensive community of partner companies that offer solutions in areas such as value-added software, developer tools, and consulting expertise to help deploy and manage mission-critical workloads in the AWS Cloud. The APN program provides technical, business, and marketing support for this growing partner community.

The APN website includes information about our two types of partners:
• AWS Consulting Partners: AWS Consulting Partners are professional services firms that help customers design, architect, build, migrate, and manage workloads and applications on the AWS Cloud. AWS Consulting Partners include System Integrators (SIs), strategic consultancies, agencies, Managed Service Providers (MSPs), and ValueAdded Resellers (VARs). • AWS Technology Partners: In addition to consulting services, customers can work with AWS Technology Partners that provide software solutions that are either hosted on, or integrated with, the AWS Cloud. AWS Technology Partners include Independent Software Vendors (ISVs) and vendors for Software as a Service (SaaS), Platform as a Service (PaaS), developer tools, management, and security.

APN has 100,000 partners from over 150 countries, including partners with solutions and experience in delivering government, education, and nonprofit customer missions around the world. More information on APN, along with our directory of AWS Partners, can be found on the AWS Partner Network page.

AWS also outlines recommended partner procurement practices in the Procurement Best Practices for Partners whitepaper, available on the APN. This white paper provides tactical guidance for AWS Partners to educate, advise and shape their customers to adopt cloud procurement industry standards in federal acquisitions. It also provides strategies for AWS Partners to promote their partner programs and competencies as a competitive differentiator during acquisition shaping.

3.1. Benefits of APN for Customers
Many of our customers work in tandem with AWS Consulting Partners and AWS Technology Partners in order to leverage their experience in areas such as value-added software, established business applications, developer tools, and consulting expertise. APN provides access to qualified partners that resell AWS Cloud services and/or provide technical services to design, architect, build, migrate, and manage workloads and applications on AWS.

AWS Partners receive several benefits that distinguish them from other vendors and provide them with resources that assist their customers:
• AWS Partners have access to resources such as training, service information, certifications, and other tools that help them to be experts in the AWS Cloud. These resources help AWS Partners be more competent and confident in the solutions they offer to customers.
• AWS Partners have a direct line of access to AWS corporate resources—such as business developers, engineers, Solutions Architects, and more—to help build and enhance solutions that work the best for their customers. This level of support is not normally available to vendors and companies that do not participate in APN.

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• AWS Partners can attain AWS Competencies based on their specialization in key AWS solution areas. Attainment of an AWS Competency, which requires meeting or exceeding several requirements and passing a rigorous third-party audit of capabilities, is a public indication of the AWS Partner’s ability to excel in an area of expertise. The AWS Public Sector Partner Program includes partners with solutions and experience in delivering on a combination of government, education, and non-profit customer missions around the world.
• Specific to reselling AWS services, AWS offers the Solution Provider Program— designed for systems integrators, managed service providers, value-added resellers, and other public sector partners—to resell AWS Services as part of a differentiated solution. Under this program, Authorized Solution Providers manage, service, support, and bill AWS accounts for end customers.The Solution Provider Program includes a tiered discount structure based on technical capabilities and success in driving a new business. It includes flexible contracting options to help meet unique end customer requirements, and it provides partners with multiple AWS Support models that align with most AWS partner practices.

Visit the Engage with AWS Partners page to learn more about customer success stories with AWS Partners, learn more about AWS Partner specialties, and search for AWS Partners by service, industry, workload, or solution. The APN Journal page provides additional information on how AWS Partners are helping customers achieve success in the AWS Cloud.

4. AWS Cloud Security
You can find more information in RFx Aid – Shared Responsibility.

Because our customers build systems on top of AWS Cloud infrastructure, security and compliance responsibilities are shared between AWS and the customer. This shared responsibility model can help relieve customers’ operational burden as AWS operates, manages, and controls the components from the host operating system and virtualization layer down to the physical security of the facilities in which the service operates. Customers control how they architect and secure their applications and data put on the AWS Cloud. AWS provides a wide array of security and compliance services, and customers should carefully consider the services used, integration of those services into their IT environment, and applicable laws and regulations. AWS’s shared responsibility/security model is depicted in Figure 1. More information on how to build secure solutions on AWS can be found in Section 7.

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Figure 1: AWS Shared Responsibility Model. This model reflects the respective responsibilities that AWS and the customer each have for securing the cloud and the resources and data it holds. Other parties such as a software provider or AWS Partner may sometimes hold security responsibilities.

This differentiation of responsibility is commonly referred to as security of the cloud versus security in the cloud.
• AWS Responsibility (Security of the Cloud): AWS is responsible for protecting the infrastructure that runs all of the services offered on the AWS Cloud. This infrastructure is composed of the hardware, software, networking, and facilities that run AWS Cloud services.
• Customer/APN Partner Responsibility (Security in the Cloud): Customers/AWS Partners assume responsibility and management of the guest operating system (including updates and security patches); other associated application software; configuration of the AWS-provided security group firewalls; and other security, change management, and logging features.

AWS’s shared responsibility model is further explained on the AWS Compliance webpage.

In partner-led acquisitions, there is another party to factor into this model—the partner. The level of CSP and customer responsibilities in the shared responsibility model depend on the cloud deployment model, as shown in Figure 2. For example, a reseller may pass along the same shared responsibility model while a managed service provider may take on many of the customer responsibilities in the Shared Responsibility Model. AWS Partners should encourage customers to be clear about their desired level of responsibility in a cloud procurement.

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Figure 2: Partner Model Determines Level of Involvement in Customer Responsibility. Based on the type of partner support model, an AWS Partner may hold most, some, or none of the customer’s responsibilities in the AWS Shared Responsibility Model.

4.1. Shared Controls for Security and Compliance
Some controls apply to both the infrastructure layer (AWS responsibility) and customer layers (customer/APN Partner responsibility), but in completely separate contexts or perspectives. In a shared control, AWS provides the requirements for the infrastructure, and the customer/AWS Partner must provide their own control implementation within their use of AWS Cloud services.

Examples of these shared controls include the following:
• Patch Management: AWS is responsible for patching and fixing flaws within the infrastructure, but customers/AWS Partners are responsible for patching their guest operating systems and applications.
• Configuration Management: AWS maintains the configuration of its infrastructure devices, but customers/AWS Partners are responsible for configuring their own guest operating systems, databases, and applications.
• Awareness and Training: AWS trains AWS employees, but customer/AWS Partners must train their own employees.

For example, services such as Amazon Elastic Compute Cloud (Amazon EC2), Amazon Virtual Private Cloud (Amazon VPC), and Amazon Simple Storage Service (Amazon S3) are categorized as infrastructure as a service (IaaS) and, as such, require the customer to perform all of the necessary security configuration and management tasks. If a customer deploys an Amazon EC2 instance, they are responsible for management of the guest operating system (including updates and security patches), any application software or utilities installed by the customer on the instances, and the configuration of the AWS-provided firewall (called a security group) on each instance.

4.2. Data Privacy and Ownership
Customers maintain control of their data, and they can choose where to store their data within the cloud to conform to their country’s data residency regulations. Customers own their data and choose the Region(s) in which they store their data. AWS does not a move customer data AWS Partner Package – US State and Local Government and Education Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Q2 2023 13
unless the customer decides to move it. In addition, customers can build hybrid cloud architectures that integrate their on-premises and cloud operations for use cases such as data center extension and edge computing. Read more in our Data Residency policy perspectives whitepaper and Hybrid Cloud with AWS page.

AWS Cloud services have been intentionally designed so that our customers (not AWS personnel) have complete control over their data and applications. Customers maintain ownership of their content, and they select which AWS Cloud services can process, store, and host their content. AWS does not access or use customers’ content for any purpose without their consent. AWS gives customers ownership and control over their content through simple, powerful tools that allow them to determine where their content will be stored, secure their content in transit and at rest, and manage their access to AWS Cloud services and resources for their users. AWS also implements responsible and sophisticated technical and physical controls that are designed to prevent unauthorized access to or disclosure of content.

Four basic guidelines of data privacy and ownership on AWS include the following:
• Access: Customers manage access to their content and user access to AWS Cloud services and resources. AWS provides an advanced set of access, encryption, and logging features to help them do this effectively (such as AWS CloudTrail). We do not access or use customers’ content for any purpose without their consent. Customer virtual instances are solely controlled by the customer who has full root access or administrative control over accounts, services, and applications. AWS personnel do not have the ability to log into customer instances. We never use customers’ content or derive information from it for marketing or advertising. • Geographical Location of Data: Customers choose the AWS Region(s) in which their content is stored. AWS does not move or replicate customers’ content outside of their chosen AWS Region(s) without their consent, except as legally required and as necessary to maintain the AWS Cloud services.
• Security: Customers choose how their content is secured, including via tokenization, data decomposition, cyber detection, and encryption. AWS has developed a security assurance program that uses best practices for global privacy and data protection to help customers operate securely within AWS, and to make the best use of our security control environment. These security protections and control processes are independently validated by multiple third-party independent assessments. We also offer strong encryption for content in transit and at rest, and we provide customers the option to manage their own encryption keys.
• Disclosure of Customer Content: We do not disclose customer content unless required to do so to comply with the law, or with a valid and binding order of a governmental or regulatory body. Unless we are prohibited from doing so or there is clear indication of illegal conduct in connection with the use of Amazon products or services, Amazon notifies customers before disclosing customer content so they can seek protection from disclosure. Additional information can be found in our latest transparency report and our Amazon Law Enforcement Guidelines.

4.3. Customer Control of Data Residency
AWS has taken steps to accommodate customer concerns and government mandates related to data residency—the requirement that all customer content processed and stored in an IT system remain within specific geographical borders. AWS data centers are secure by design based on our physical and environmental controls. Both Gartner and IDC concluded that the security posture of major cloud service providers (CSPs) is equal to or better than the best AWS Partner Package – US State and Local Government and Education Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Q2 2023 14
enterprise data centers, and that security should no longer be considered a primary inhibitor to the adoption of public cloud services. In fact, customers benefit from the security native in the cloud. More information about AWS’s controls can be found at our website, or in Section 7.

5. Services Overview
You can find more information in RFx Aid – AWS Services.

AWS has continually expanded its services to support virtually any cloud workload. We now have more than 200 fully featured services, with several highlighted in the following subsections and depicted in Figure 3. In addition, our AWS Documentation page provides user guides, developer guides, API references, and tutorials to help our customers and AWS Partners get started on AWS and learn more about our services. Reference architectures and architecture whitepapers are available at AWS Architecture Center. The AWS This is My Architecture web page houses innovative cloud architectures from customers and AWS Partners.

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allow customers to control, manage, and secure large and diverse device fleets. Finally, our data services (AWS IoT Analytics, AWS IoT Events, and AWS IoT SiteWise) help customers extract value from IoT data.

5.12. Mobile Services
AWS offers a suite of services for building and deploying mobile applications, including AWS Amplify for provisioning and managing backends for mobile applications, AWS Device Farm for app testing, and Amazon Pinpoint and Amazon Simple Notification Service (Amazon SNS) for customer engagement.

5.13. Call Center Services
You can find more information in RFxAid – Amazon Connect.

Amazon Connect provides a seamless omnichannel experience through a single unified contact center for voice and chat. Amazon Connect is a cloud-based contact center service developed from the same contact center technology used by Amazon customer service associates around the world to power millions of customer conversations.

Contact center agents can use Amazon Connect to communicate with customers across channels like voice and live chat, without losing the account information, progress, or changing agents. Amazon Connect’s cloud-based, omnichannel functionality simplifies contact center operations, improves agent efficiency, and lowers costs for organizations seeking to enhance the customer experience. This includes a single set of tools for skills-based routing, powerful real-time and historical analytics, and intuitive management tools—all with pricing based on the resources used rather than capacity, agent seats, or maintenance.

Amazon Connect integrates with the leading customer relationship management (CRM), workforce management (WFM), analytics, and helpdesk solutions so customer contact centers can embed the Amazon Connect agent experience into the applications agents already use.

5.14. Hybrid Services
AWS offers hybrid cloud services that can help customers integrate a mix of cloud, on-premises data centers, and edge locations. VMware Cloud on AWS is an integrated cloud offering jointly developed by AWS and VMware that allows organizations to seamlessly migrate and extend their on-premises VMware vSphere-based environments to the AWS Cloud. AWS Outposts is a hybrid cloud solution that brings the AWS infrastructure, services, APIs, management tools, and support to virtually any data center, co-location space, or on-premises facility.

For migration and computing on the edge, AWS has the AWS Snow Family, a collection of physical devices that help migrate large amounts of data into and out of the cloud without depending on networks. The Snow Family, comprised of AWS Snowcone, AWS Snowball, and AWS Snowmobile, offers a number of physical devices and capacity points, most with built-in computing capabilities. These services help physically transport up to exabytes of data into and out of AWS, as described below.
• AWS Snowcone: The smallest member of the AWS Snow Family of edge computing, edge storage, and data transfer devices, weighing in at 4.5 pounds (2.1 kg) with 8 terabytes of usable storage. Snowcone is ruggedized, secure, and purpose-built for use outside of a traditional data center.
• AWS Snowball: A data migration and edge computing device that comes in two device options: Compute Optimized and Storage Optimized. Snowball Edge Storage Optimized

Figure 5 illustrates the relationship between regions and Availability Zones.

Figure 5. Regions and Availability Zones
The AWS products and services that are available in each Region are listed at the Region Table webpage.

6.1. Access to Physical Infrastructure and Data Center Facilities You can find more information in RFx Aid – Data Center Security and Access.

AWS does not disclose the exact location of data centers and does not allow data center access to customers, as this exposes a wide range of customers to physical access of a third party. To meet this customer need, an independent and competent auditor validates the presence and operation of controls as part of our System and Organization Controls (SOC 1) Type 2 report.

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This broadly accepted third-party validation provides customers with the independent perspective of the effectiveness of controls in place. A list of FAQs on how to access SOC reports is available through AWS Artifact here.

SOC reports are independent third-party examination reports that demonstrate how CSPs achieve key compliance controls and objectives. These reports help customers and their auditors understand the CSP infrastructure controls established to support operations and compliance. These third-party audits and attestations provide customers with assurance that the CSP maintains robust compliance controls and alleviates the need for customers to visit on-site facilities, thus enhancing CSP infrastructure security overall. See Appendix C for more information on SOC reports.

6.2. Data Center Audits
AWS only provides data center access and information to employees and contractors who have a legitimate business need for such privileges. As such, AWS does not allow data center access to customers, as this exposes a range of customers to physical access of an outside party.

Instead of allowing customers to perform physical audits, AWS has an independent third party perform audits of its data centers. These audits are conducted in accordance with the Federal Risk and Authorization Management Program (FedRAMP), American Institute of Certified Public Accountants (AICPA): AT 801 (formerly Statement on Standards for Attestation Engagements [SSAE] 16), and International Standards for Assurance Engagements (ISAE) 3402 professional standards.

The auditors produce a SOC 1 Type 2 report in connection with the audit. Independent reviews of data center physical security are also part of an International Organization for Standardization (ISO) 27001 audit, a Payment Card Industry (PCI) Data Security Standard (DSS) assessment, and an International Traffic in Arms Regulations (ITAR) audit.

Our rigorous attention to auditing provides peace of mind to our customers. Much as a customer trusts a bank based on reputation and regulation by the Federal Deposit Insurance Corporation (FDIC), our customers trust the independent third-party audits described above. It is widely accepted that such accrediting organizations are competent and qualified to assure customer confidence and acceptance without a personal inspection and accreditation—or customers having to hire their own accreditor.

To help fulfill customer-specific audit and regulatory requirements, we detail our controls on our Data Center website.

6.3. Service Level Agreements
You can find more information in RFx Aid – SLAs.

AWS provides service level agreements (SLAs) that apply to customer use of specific services.

Due to the rapidly evolving nature of AWS Cloud service offerings, our SLAs are best reviewed directly on our website here. In each service-specific SLA, we detail our general service commitment, including our monthly uptime percentage.

Our utility-based cloud model, customers can use our cloud infrastructure and its components as software-defined endpoints. This allows customers to achieve the highest levels of availability, performance, elasticity, scale, and geographic distribution to meet business service level requirements.

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6.4. Data Center Virtual Tours
Customers and AWS Partners can take a virtual tour of our data centers to observe how we implement a layered security structure to keep our data centers secure. The following provides a list of each data center layer with a link to a virtual tour for each one. • Perimeter Layer: AWS data center physical security begins at the perimeter layer. This layer includes physical security features depending on the location, such as security guards, fencing, security feeds, intrusion detection technology, and other measures. • Infrastructure Layer: The infrastructure layer is the data center building and the equipment and systems that keep it running. Components like back-up power equipment, the HVAC system, and fire suppression equipment are all part of the infrastructure layer. These devices and systems help protect servers and data. • Data Layer: The data layer is the most critical point of protection because it is the only area that holds customer data. Protection begins by restricting access and maintaining a separation of privilege for each layer. In addition, we deploy threat detection devices, video surveillance, and system protocols, further safeguarding this layer. • Environmental Layer: The environmental layer is dedicated to environmental considerations from site selection and construction to operations and sustainability. AWS carefully chooses our data center locations to mitigate environmental risk such as flooding, extreme weather, and seismic activity.

6.5. Data Center Security
AWS’s data centers use innovative architectural and engineering approaches to ensures their security. Amazon has many years of experience in designing, constructing, and operating largescale data centers. This experience has been applied to the AWS Cloud. The following subsections address some of our customers’ frequently asked questions about our data center security.
• Physical and Environmental Security: AWS data centers are housed in nondescript facilities for anonymity. Physical access is strictly controlled at both the perimeter and at building ingress points by professional security staff using video surveillance, intrusion detection systems, and other electronic means. Authorized staff must pass two-factor authentication a minimum of two times to access data center floors. All visitors and contractors are required to present identification and are signed in and continually escorted by authorized staff. AWS only provides data center access and information to employees and contractors who have a legitimate business need for such privileges.

When an employee no longer has a business need for these privileges, his or her access is immediately revoked, even if they continue to be an employee of Amazon or AWS. All physical access to data centers by AWS employees is logged and audited. • Fire Detection and Suppression: Automatic fire detection and suppression equipment has been installed to reduce risk. The fire detection system utilizes smoke detection sensors in all data center environments, mechanical and electrical infrastructure spaces, chiller rooms and generator equipment rooms. These areas are protected by either wetpipe, double-interlocked pre-action, or gaseous sprinkler systems. • Power: The data center electrical power systems are designed to be fully redundant and maintainable without impact to operations 24 hours a day and seven days a week.

Uninterruptible power supply (UPS) units provide backup power in the event of an electrical failure for critical and essential loads in the facility. Data centers use generators to provide backup power for the entire facility.

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• Climate and Temperature: Climate control is required to maintain a constant operating temperature for servers and other hardware, which prevents overheating and reduces the possibility of service outages. Data centers are conditioned to maintain atmospheric conditions at optimal levels. Personnel and systems monitor and control temperature and humidity at appropriate levels.
• Physical Plant Management: AWS monitors electrical, mechanical, and life support systems and equipment so that any issues are immediately identified. Preventative maintenance is performed to maintain the continued operability of equipment. • Storage Device Decommissioning: As part of AWS’s storage decommissioning process, when a storage device has reached the end of its useful life, AWS procedures include a decommissioning process that is designed to prevent customer data from being exposed to unauthorized individuals. AWS uses the techniques detailed in National Institute of Standards and Technology (NIST) 800-88 (Guidelines for Media Sanitization) as part of the decommissioning process.

AWS will provide the SOC 1 Type 2 report to customers under NDA. The AWS Security Center provides up-to-date information on AWS audits by independent third-party auditors.

7. Automatic Scaling of Cloud Resources
You can find more information in RFx Aid – Scalability and Elasticity.

To help customers feel confident that infrastructure can handle a spike in traffic, they can use AWS Auto Scaling and Elastic Load Balancing to automatically scale their AWS cloud-based resources up to meet unexpected demand, and then scale those resources down as demand decreases. While AWS Auto Scaling adjusts capacity for multiple resources, Elastic Load Balancing distributes incoming application traffic across targets such as Amazon EC2 instances and containers.

7.1. Scaling
AWS Auto Scaling monitors customers’ applications and automatically adjusts capacity to maintain steady, predictable performance at the lowest possible cost. The service provides a user interface that lets customers build scaling plans for resources including Amazon EC2 instances and Spot Fleets, Amazon ECS tasks, Amazon DynamoDB tables and indexes, and Amazon Aurora Replicas.

Auto Scaling maintains the number of instances that the customers specifies by performing periodic health checks on the instances in the group. If an instance becomes unhealthy, the group terminates the unhealthy instance and launches another instance to replace it.

Auto Scaling policies can be used to automatically increase or decrease the number of running Amazon EC2 instances in a group of servers to meet changing conditions. When the scaling policy is in effect, the Auto Scaling group adjusts the desired capacity of the group and launches or terminates the instances as needed, either dynamically or on a schedule if there is a known and predictable ebb and flow of traffic.

7.2. Load Balancing
Elastic Load Balancing automatically distributes incoming application traffic across multiple targets, such as Amazon EC2 instances, containers, IP addresses, and AWS Lambda functions.

It can handle the varying load of application traffic in a single Availability Zone or across multiple Availability Zones. When combined with Auto Scaling, the number of healthy nodes is AWS Partner Package – US State and Local Government and Education Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Q2 2023 25
automatically rebalanced with the other Availability Zones, and no manual intervention is required.

Elastic Load Balancing offers three types of load balancers that all feature the high availability, automatic scaling, and robust security necessary to make applications fault tolerant:
• Application Load Balancer: Best suited for load balancing of HTTP and HTTPS traffic • Network Load Balancer: Best suited for load balancing of Transmission Control Protocol (TCP) traffic where extreme performance is required • Classic Load Balancer: Best suited for applications that were built within the Amazon EC2-Classic network
• Gateway Load Balancer: Best suited for deploying and running of third-party virtual appliances.

7.3. Monitoring and Alarms
Customers can use Amazon CloudWatch to collect and track metrics, collect and monitor log files, and set alarms. Customers can architect their solutions so that Amazon CloudWatch’s metrics and alarms can work together with Auto Scaling and Elastic Load Balancing to dynamically deploy new instances on-demand, as depicted in Figure 6. This type of automation reduces the administrative burden of the customer because the infrastructure instantaneously changes capacity to meet demand without active management.

Figure 6: Auto Scaling and Elastic Load Balancing with Amazon CloudWatch alarms. Automatic scaling helps account for changes in capacity needs and user demand.

8. Architecting for High Availability and Reliability
You can find more information in RFx Aid – Reliability Resilience and Availability.

Availability and reliability are shared responsibilities between AWS and the customer or AWS partner. AWS is responsible for ensuring that our services are continuously available and that AWS Partner Package – US State and Local Government and Education Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Q2 2023 26
we are prepared to handle a wide range of events that could affect our infrastructure.

Customers or AWS Partners are responsible for designing, deploying, and testing their applications on AWS to achieve the availability and resiliency they need, including for missioncritical applications that require almost no downtime. The following subsections further detail AWS and customer responsibilities for availability and reliability.

8.1. AWS Responsibility: Data Center Availability and Reliability AWS builds to guard against outages and incidents, and we account for them in the design of our services—so when disruptions do occur, their impact on customers and the continuity of services is as minimal as possible.

To minimize disruptions, AWS employs compartmentalization. We have multiple constructs that provide different levels of independent, redundant components. For example, our Regions are isolated from each other, meaning that a disruption in one Region does not result in disruption in other Regions. Our Availability Zones are physically separated and isolated, and they are built with highly redundant networking to withstand local disruptions. AWS also leverages a concept known as cell-based architecture, by which resources and requests are partitioned into “cells” that are designed to be independent of each other. This design minimizes the chance that a disruption in one cell—for example, one subset of customers—would disrupt other cells.

Additionally, although the likelihood of large-scale incidents is very low, AWS is prepared to manage them should they occur. We maintain a series of incident response plans covering both common and uncommon events, and we update them regularly to incorporate lessons learned and prepare for emerging threats.

8.2. Customer Responsibility: Designing for Availability and Reliability While AWS goes to great lengths to provide availability and reliability of the cloud, our customers share responsibility for ensuring availability and reliability within the cloud. Some best practices we recommend for building highly resilient systems on the AWS Cloud include the following:
• Design for Failure: It is best practice to architect across multiple AZs in the same Region to achieve extremely high Recovery Time Objectives (RTOs), Recovery Point Objectives (RPOs), and service availability. For mission-critical applications, it is best practice to architect across Regions to handle the rare case of an entire Region failing— perhaps as a result of a major physical attack.
• Automate Failover and Recovery: Customers can use AWS Auto Scaling to monitor their applications and automatically adjust capacity to maintain the optimal level to satisfy demand without over- or under-provisioning. Customers can also use AWS Personal Health Dashboard, which provides alerts and remediation guidance when AWS is experiencing events that may impact them. AWS Personal Health Dashboard can integrate with Amazon CloudWatch Events, allowing customers to build custom rules and select targets such as AWS Lambda functions to define automated remediation actions.
• Test Recovery Procedures: Customers can use a test environment to simulate different failures or to recreate scenarios that led to failures before they occur. This exposes failure pathways that customers can test and fix before a real failure scenario, reducing the risk of components that have not been tested before failing.

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8.3. Resources and Reference Architecture
The AWS Well-Architected Framework codifies the experiences of thousands of customers, helping customers assess and improve their cloud-based architectures and mitigate disruptions.

Our Reliability Pillar whitepaper provides guidance to help apply best practices to achieve reliability.

In addition, the AWS Architecture Center provides customers with the necessary guidance and application architecture best practices to build highly scalable and reliable applications in the AWS Cloud. Figure 7 provides a reference architecture for fault tolerance and high availability.

Figure 7: Fault Tolerant AWS Reference Architecture

8.4. Building Secure Solutions on AWS
You can find more information in RFx Aid – Security and AWS Security Best Practices, AWS Partner Package – US State and Local Government and Education Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Q2 2023 28
AWS manages over a thousand security controls to provide a secure environment for our customers. The AWS virtual infrastructure is designed to provide optimum availability while ensuring customer security, privacy, and segregation. AWS’s highly secure data centers use state-of-the-art electronic surveillance and multi-factor access control systems and maintain strict, least-privileged-based access authorizations. Our environmental systems are designed to minimize the impact of disruptions to operations, and our multiple Regions and Availability Zones allow customers to remain resilient in the face of most failure modes.

Remember that security is a shared responsibility between AWS and the AWS Partner/customer. While AWS is responsible for protecting the infrastructure that runs all of the services offered in the AWS Cloud, AWS Partners/customers control how they architect and secure their applications and data on the AWS Cloud. In addition, AWS provides security documentation that shows how to configure AWS services to meet security and compliance objectives.

The following subsections provide further information on some of our most-inquired-about aspects of security. More information about security and responsibilities is available on our AWS Cloud Security and AWS Security Documentation webpages.

8.5. Granting and Managing Account Access
You can find more information in the RFx Aid – Access Control.

Identity and access management are key parts of an information security program, ensuring that only authorized and authenticated users are able to access customers’ resources, and only in a manner that customers intend. Using AWS Identity and Access Management (IAM), customers can create and manage AWS users and groups, assign them security credentials (e.g., access keys, passwords, and multi-factor authentication [MFA] devices), and use permissions to allow and deny their access to AWS resources. Customers can also request temporary security credentials for users who only require short-term access.

8.5.1. IAM Users
An IAM user is an entity that the customer creates in AWS. The IAM user represents the person or service who uses the IAM user to interact with AWS. A user in AWS consists of a name, a password to sign into the AWS Management Console, and up to two access keys that can be used with the API or CLI.

When the customer creates an IAM user, they grant it permissions either by making it a member of a group that has appropriate permission policies attached (recommended) or by directly attaching policies to the user. The customer can also clone the permissions of an existing IAM user, which automatically makes the new user a member of the same groups and attaches all the same policies.

A root user is a single sign-in identity that has complete access to all AWS Cloud services and resources in the account. It is a security best practice to not use the root account because of its complete access. Instead, create individual users and grant them each the minimum amount of privilege necessary, which is known as least privilege. Note that all users have zero privileges by default. Customers can manage users’ privilege by individual user or by groups.

8.5.2. IAM Groups
An IAM user group is a collection of IAM users. Customers can use groups to specify permissions for a collection of users, which can make those permissions easier to manage for those users. For example, a customer could have a group called Admins and give that group AWS Partner Package – US State and Local Government and Education Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Q2 2023 29
the types of permissions that administrators typically need. Any user in that group automatically has the permissions that are assigned to the group. Note that a group is not truly an identity because it cannot be identified as a Principal in a resource-based or trust policy. It is only a way to attach policies to multiple users at one time.

8.5.3. IAM Roles
An IAM role is very similar to a user, in that it is an identity with permission policies that determine what the identity can and cannot do in AWS. However, a role does not have any credentials (password or access keys) associated with it. Instead of being uniquely associated with one person, a role is intended to be assumable by anyone who needs it. An IAM user can assume a role to temporarily take on different permissions for a specific task. A role can be assigned to a federated user who signs in by using an external identity provider instead of IAM.

AWS uses details passed by the identity provider to determine which role is mapped to the federated user.

8.5.4. Identity Federation
With Identity Federation, customers can use single sign-on (SSO) to access their AWS accounts using credentials from their corporate directory. Federation uses open standards such as Security Assertion Markup Language 2.0 (SAML) to exchange identity and security information between an identity provider and an application.

8.5.5. Setting Granular Permissions
Access control policies are attached to users, groups, and roles to assign permissions to AWS resources. By default, IAM users, groups, and roles have no permissions; users with sufficient permissions must use a policy to grant the desired permissions.

Using policies, customers can specify several layers of permission granularity. First, customers can define specific AWS service actions they wish to allow or explicitly deny access to. Second, depending on the action, they can define specific AWS resources upon which the actions can be performed. Third, customers can define conditions to specify when the policy is in effect (for example, if MFA is enabled or not).

8.5.6. Temporary Security Credentials
Customers can use the AWS Security Token Service (AWS STS) to create and provide trusted users with temporary security credentials that can control access to their AWS resources.

Temporary security credentials are short-term and are not stored with the user; rather, they are generated dynamically and provided to the user when requested.

8.6. Tools for Logical Separation
AWS Cloud services and features that provide logical separation are enough to meet most security requirements, despite legacy requirements for physical separation. Amazon VPC, for example, allows customers to define and provision their own logically isolated section of the AWS Cloud. Amazon VPC provides a networking layer for Amazon EC2, a service that provides compute capacity within the AWS Cloud. Each Amazon VPC is logically separated from other virtual networks on the AWS Cloud, and it allows customers to launch their resources into an IP address range that they determine.

Within a VPC, customers can create subnets, each with an associated route table. They can configure these route tables to control network traffic. Customers can attach an internet gateway AWS Partner Package – US State and Local Government and Education Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Q2 2023 30
to their VPC, allowing their Amazon EC2 instances to communicate with the public internet.

Customers can also create private subnets that only allow their Amazon EC2 instances to communicate with each other. Our Amazon VPC User Guide provides several example scenarios for building both public and private subnets.

In addition, AWS offers services like VPC Peering, AWS Transit Gateway, and AWS PrivateLink, which allow VPCs to communicate with each other and with other services on the AWS Cloud both securely and privately.

8.7. Tools for Encryption
All AWS Cloud services that store customer data offer the ability to encrypt that data. By defining an encryption approach, customers can provide protection for their content against unauthorized users and against unnecessary exposure to authorized users. The combination of AWS Key Management Service (KMS) and AWS CloudHSM is the centerpiece of a rigorous encryption solution.

AWS KMS helps customers manage encryption keys and integrates with many AWS Cloud services. This service provides durable, secure, and redundant storage for customers’ master keys. Customers can define their key aliases as well as key-level policies. The policies help define key administrators as well as key users. For example, a secret management system can be the only system that has access to the master key that encrypts the secrets for storage.

AWS CloudHSM is a cloud-based hardware security module (HSM) that allows customers to easily generate and use their own encryption keys on the AWS Cloud. It helps customers meet corporate, contractual, and regulatory compliance requirements for data security by using Federal Information Processing Standard (FIPS) 140-2 Level 3 validated HSMs.

8.7.1. Protecting Data at Rest
Multiple AWS Cloud services provide built-in integration with AWS KMS to allow easy encryption of data. Amazon S3 allows customers to encrypt content by selecting a KMS key on object upload. Amazon EBS allows customers to choose a KMS key to encrypt a block storage volume or Amazon Machine Image (AMI) copy operation. Amazon RDS allows customers to choose an encryption key for encrypting DB instance storage at rest (including backup snapshots).

Customers also have the option of implementing their own encryption-at-rest approach. For example, they can encrypt content before storing in an AWS Cloud service. Amazon S3 provides the facility to upload an already encrypted object. It also provides the ability to upload an object along with an encryption key that’s used in-memory to encrypt an object. To retrieve the object, the customer must supply the same key.

8.7.2. Protecting Data in Transit
When protecting data in transit, selecting secure protocols that implement the latest in cryptography standards such as Transport Layer Security (TLS) is a common best practice.

AWS Cloud services provide HTTPS endpoints using TLS for communication, thus providing encryption in transit when communicating with the AWS APIs. The customer has full control over their computing resources to implement encryption in transit across their services.

Additionally, the AWS Certificate Manager (ACM) service allows customers to manage and deploy public and private certificates for their workloads. They can also leverage virtual private network (VPN) connectivity into their VPC or across VPCs to facilitate encryption of traffic.

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8.8. Automating Security and Compliance
AWS offers a variety of security tools that customers can use to secure the applications they build on the AWS Cloud. These includes AWS CloudTrail and AWS CloudWatch for logging and monitoring, Amazon GuardDuty for threat detection, and AWS Shield for DDoS protection. Our Security, Identity, and Compliance on AWS page provides a more complete listing and details on the myriad services we offer. Customers can use these tools—and the tools of our AWS Partners—to automate security.

8.9. Penetration Testing
AWS customers are responsible for all scanning, penetration testing, file integrity monitoring, and intrusion detection for their Amazon EC2 instances, Amazon RDS databases, and various other applications. (Refer to the Penetration Testing page for terms of service regarding penetration testing.) Penetration tests should include customer IP addresses and not AWS endpoints. AWS endpoints are tested as part of AWS compliance vulnerability scans.

8.10. Data Breaches
Both AWS and customers (and any AWS Partners they engage) have responsibilities to respond to a data breach. AWS customers and AWS Partners retain the responsibility to monitor their own environment for privacy breaches. The AWS SOC reports provide an overview of the controls that are in place to monitor the AWS managed environment.

We recommend that customers and AWS Partners consider implementing the following best practices to protect against and detect security breaches:
• Use encryption to secure data.
• Configure AWS Cloud services to keep data secure. AWS provides information on how to secure resources in our security documentation.
• Implement least privilege permissions for access to resources and data. • Use monitoring tools like Amazon CloudWatch to track when data is accessed and by whom.
• Review AWS’s Best Practices for Security, Identity, and Compliance page for additional information on how to protect against and detect security breaches.

AWS Partners and customers are responsible for reporting incidents involving customer storage, virtual machines, and applications (for more information, refer to our Vulnerability Reporting page). AWS maintains the AWS Security Bulletins webpage to notify customers of security and privacy events affecting AWS Cloud services. Customers can subscribe to the Security Bulletin RSS Feed to keep abreast of security announcements on the Security Bulletin webpage. The customer support team maintains a Service Health Dashboard webpage to alert customers to any broadly impacting availability issues.

9. AWS Training and Certification
You can find more information in RFx Aid – AWS Training and Development.

AWS recommends that AWS Partners incorporate cloud training into migration or significant cloud initiatives. Industry studies show that comprehensively trained customers are more successful relative to their peers in implementing cloud, so we provide guidance below that AWS Partners can use when they are seeking to train government customers.

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9.1. Benefits of Training and Certification
AWS Training & Certification offers the cloud skills enablement resources that government entities need to modernize their agencies; create a culture of innovation; and attract, develop, and retain cloud talent. AWS works closely with AWS Partners to develop a workforce development plan to build cloud computing capabilities based on training needs. Leveraging AWS Training and Certification for organizational training can help accomplish the following:
• Achieve Cloud Adoption Goals Sooner: Organizations with comprehensive training adopt cloud technology faster than those who do not take advantage of a comprehensive training program. This helps move projects forward, get to market faster, drive revenue, and capitalize on the cost savings associated with AWS. • Gain Stakeholder Buy-In: AWS Training will help orient and familiarze teams with cloud initiatives. The Train to Accelerate Your Cloud Strategy whitepaper presented by the International Data Corporation (IDC) found that comprehensively-trained organizations were 4.4 times more likely to overcome operational and performance concerns. This means less time spent on stakeholder alignment and more time spent on innovation and business growth.
• Improve Employee Productivity: The IDC’s whitepaper also found that decision makers within comprehensively-trained organizations are 4.7 times more likely to agree that cloud technology can improve IT staff productivity. AWS Training helps teams become more productive by using the cloud.

9.2. Approach to Training and Workforce Development
AWS is investing hundreds of millions of dollars to provide free cloud computing training to 29 million people around the world by 20251
. AWS and its partners can provide a comprehensive
curriculum to organizations that need foundational technology upskilling and cloud computing training.

Our approach to workforce development typically begins in the classroom but must extend to solving real-world business and technology challenges. It constitutes a learning continuum across three building blocks: Learn, Explore, and Apply. Each phase can be customized to optimize the learning path for the specific organization’s growth. We illustrate each of these phases in Figure 8 below.

1 See Amazon to help 29 million people around the world grow their tech skills with free cloud computing skills training by 2025
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Figure 8: Phases of Learning Continuum
• Learn: Focuses on traditional classroom (or virtual training) that educates students how to build on, secure, operate, and manage AWS services, supplemented by self-paced and on-demand digital training that can be consumed at any time. • Explore: Tailors learning opportunities to the agency’s environment and builds on base knowledge and skills though targeted and more focused interactive learning modalities. • Apply: Dives into building proofs of concept (POCs) and solutions that solve agencyspecific business and technology challenges.

9.3. Learning Needs Analysis
For customers with significant training needs for end-customers, AWS Partners can work with an AWS Training Lead to conduct a Learning Needs Analysis as described below.

AWS Training and Certification offers a no-cost self-assessment survey known as the Learning Needs Analysis (LNA). The LNA helps identify AWS skill gaps and recommends organizational and individual training plans to address these gaps. The LNA helps optimize training investments and acquire critical skills more quickly. This can be especially useful for scenarios involving large customers who can have large numbers of employees participate.

The LNA is a two-step process:

1. Complete the self-assessment survey: Individuals in the organization complete a self-assessment, which measures cloud knowledge and skill across multiple functional areas. The survey takes approximately 10 minutes to complete.

2. Review skills gaps and training plans: AWS identifies skill gaps and generates training plans based on survey results.

Once organizations complete the LNA, AWS Training Experts, Specialists, and Solution Architects can customize training, workshops, and deep dives specialized for their industry. We then support delivery of our customized offerings both digitally and onsite.

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9.4. Modes of Training Delivery
We offer free digital training, in-depth classroom training, private onsite training, and select learning events. Training options include the following:
• Free Digital Training: Over 500 on-demand digital courses that help customers and AWS Partners learn new cloud skills and services when and where it is convenient for them, at no cost. For example, customers and partners can get free hands-on training with AWS hosted on qwikLABS.com.
• AWS Skill Builder: On-demand digital courses that are self-paced to help learners build new cloud skills.
• AWS Training Partner (ATP) Courses: Self-paced digital or classroom courses covering a range of topics, influding fundamental and advnaced AWS Cloud topics, all provided by top AWS Training Partners, including edX and Coursera. • Classroom Training: Live classes delivered virtually or in person by accredited AWS instructors who teach in-demand cloud skills and best practices using a mix of presentations, discussion, and hands-on labs.
• Private Onsite Training: Virtual or in-person classes with accredited AWS instructors who teach in-depth AWS Cloud skills in a private environment that brings the classroom to learners.
• Events: Register for online or in-person events to learn how to leverage the power of the AWS Cloud.

Table 2 illustrates features of AWS Training and Certification delivery.

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10.1. Certifications and Attestations
Certifications and attestations are performed by a third-party independent auditor. Our certifications, audit reports, and attestations of compliance are based on the results of the auditor’s work. AWS offers its customers comprehensive compliance controls, and supports more security standards and compliance certifications than any other offering. We help customers satisfy compliance requirements for virtually every regulatory agency around the globe, including PCI-DSS, HIPAA/HITECH, FedRAMP, GDPR, FIPS 140-2, and NIST 800-171.

A list of the most frequently requested certifications in the US state, local, and education market includes:
• Federal Risk and Authorization Management Program (FedRAMP), • Federal Information Processing Standard (FIPS),
• International Organization for Standardization (ISO) 9001:2015, • ISO/International Electrotechnical Comission (IEC) 27001:2013, • ISO/IEC 27018:2019,
• Payment Card Industry Data Security Standard (PCI DSS), • System and Organization Control (SOC) Reports.

For more information about these certifications, see Appendix C. The full list of certifications and attestations can be found at https://aws.amazon.com/compliance/.

10.2. Laws, Regulations, and Privacy
AWS customers remain responsible for following applicable compliance laws and regulations. In some cases, AWS offers functionality (such as security features), enablers, and legal agreements (such as the AWS Data Processing Agreement and Business Associate Addendum) to support customer compliance. No formal certification is available to (or distributable by) a CSP like AWS within these law and regulatory domains. The following subsections provide details on the laws, regulations, and privacy considerations that AWS Partners ask about most often. These include:
• Family Educational Rights and Privacy Act (FERPA)
• Health Insurance Portability and Accountability Act of 1996 (HIPAA)/ Health Information Technology for Economic and Clinical Health (HITECH)
• Internal Revenue Service Publication 1075 (IRS Pub 1075) • Voluntary Product Accessibility Template (VPAT)/Section 508

10.2.1. FERPA
The Family Educational Rights and Privacy Act (FERPA) of 1974 was enacted to support and promote the protection of privacy and reasonable governance of student education records.

FERPA provides parents of students and eligible students with the following:
• The right to inspect and review their education records • Governance over disclosure of their education records • A mechanism to amend incorrect education records
FERPA requires states to use reasonable methods to ensure the security of their IT solutions.

This may be achieved by hosting education records on cloud computing solutions. The law, in general, requires covered institutions and agencies to reasonably safeguard student education AWS Partner Package – US State and Local Government and Education Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Q2 2023 38
records from improper use or disclosure. Securing student record information, including students’ personally identifiable information (PII), is essential for educational institutions and vendors that provide services which fall under the purview of FERPA.

AWS and FERPA: AWS implements physical and logical controls for internal services and provides robust offerings externally for customers to leverage in order to comply with FERPA.

These controls are discussed in detail in our FERPA Compliance on AWS whitepaper.

FERPA for AWS Partners: Because FERPA was authored in 1974, it lacks clear guidance on modern technology use, which means that educational institutions are often left to create their own solutions. As part of this solution, customers are encouraged to take steps such as creating device compliance policies, threat protection plans, and data loss prevention plans that suit their organization to protect sensitive information. In addition, customers are encouraged to use encryption and access controls. Access controls also provide auditing and logging capabilities to customers in order to validate privacy and data protection policies that customers have in place.

AWS offers a comprehensive set of features and services to make encryption of PII easy to manage and simpler to audit, including AWS KMS. Customers with FERPA compliance requirements have a great deal of flexibility in how they meet encryption requirements for PII.

10.2.2. HIPAA/HITECH
Health Insurance Portability and Accountability Act (HIPAA) legislation is designed to make it easier for US workers to retain health insurance coverage when they change or lose their jobs.

This legislation also encourages electronic health records to improve the efficiency and quality of the US healthcare system through improved information sharing. Along with increasing the use of electronic medical records, HIPAA includes provisions to protect the security and privacy of protected health information (PHI).

Health Information Technology for Economic and Clinical Health (HITECH) expanded the HIPAA rules in 2009. HIPAA and HITECH together establish a set of federal standards that are intended to protect the security and privacy of PHI.

10.2.2.1. AWS and HIPAA
There is no HIPAA certification for a CSP such as AWS. In order to meet the HIPAA requirements applicable to our operating model, AWS aligns our HIPAA risk management program with FedRAMP and NIST 800-53, which are higher security standards that map to the HIPAA Security Rule. NIST supports this alignment and has issued SP 800-66: An Introductory Resource Guide for Implementing the HIPAA Security Rule, which documents how NIST 800-53 aligns to the HIPAA Security Rule.

Under the HIPAA regulations, AWS is considered a business associate. The BAA is an AWS contract that is required under HIPAA rules to ensure that AWS appropriately safeguards PHI.

The BAA also serves to clarify and limit, as appropriate, the permissible uses and disclosures of PHI by AWS, based on the relationship between AWS and our customers, and the activities or services being performed by AWS.

AWS has a standard BAA we present to customers for signature. This BAA accounts for the unique services AWS provides and accommodates within the AWS Shared Responsibility Model. To review, accept, and manage the status of the BAA for a specific account, sign in to AWS Artifact. Note that some AWS Artifact documentation is available under NDA, and use of the content is subject to the terms of that NDA.

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10.2.2.2. HIPAA for AWS Partners
AWS helps covered entities and their business associates use the secure AWS environment to process, maintain, and store PHI.

For detailed information about how to use AWS for the processing and storage of health information, see the whitepaper Architecting for HIPAA Security and Compliance on Amazon Web Services.

10.2.3. IRS Pub 1075
Internal Revenue Service Publication 1075 (IRS Pub 1075) provides guidance for US government agencies and their agents to protect Federal Tax Information (FTI).

While the IRS does not publish an official designation or certification for compliance with IRS Pub 1075, AWS supports organizations to protect FTI managed on the AWS Cloud by aligning our implementations of NIST 800-53 and FedRAMP security controls with the respective IRS Pub 1075 security requirements. AWS has worked closely with the IRS to ensure that the AWS GovCloud (US) and AWS US East/West Regions meet Pub 1075 requirements for storing and processing FTI. Refer to Appendix C.1 for information on AWS and FedRAMP security controls.

10.2.4. VPAT/Section 508
In 1998, the US Congress amended the Rehabilitation Act of 1973 to require Federal agencies to make their electronic and information technology accessible to people with disabilities.

Inaccessible technology interferes with an individual’s ability to obtain and use information quickly and easily. Section 508 was enacted to eliminate barriers in information technology (IT), make available new opportunities for people with disabilities, and encourage development of technologies that will help achieve these goals.

The law applies to all Federal agencies when they develop, procure, maintain, or use electronic IT. Under Section 508 (29 U.S.C. § 794 (d)), agencies must give disabled employees and members of the public access to information that is comparable to the access available to others. Because Section 508 is a federal and state requirement, any and all of AWS government customers will have Section 508 compliance needs.

10.2.4.1. AWS and VPAT/Section 508
AWS provides multiple interfaces to its cloud computing services, including application programming interfaces (APIs), software development kits (SDKs), integrated development environment (IDE) toolkits, and command line tools.

To address accessibility requirements, AWS offers the AWS Command Line Interface (AWS CLI), a unified tool that provides a consistent, text-based interface to interact with all parts of AWS. With just one tool, users can control services from the command line and automate them through scripts. The AWS CLI can be used by customers with a diverse range of needs, including those who use assistive technology such as Job Access with Speech (JAWS), Nonvisual Desktop Access (NVDA), and alternative input devices.

An Accessibility Conformance Report (ACR) was performed for the AWS CLI by completing Voluntary Product Accessibility Template® (VPAT) Version 2.3 in March 2019. The ACR provides assessments against Section 508 requirements and Web Content Accessibility Guidelines (WCAG) 2.1 Level A and AA requirements.

AWS also offer an alternative for users who prefer a graphical user interface. AWS ElasticWolf Client Console is a client-side application with an easy-to-use interface that is compatible with AWS Partner Package – US State and Local Government and Education Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Q2 2023 40
assistive technologies such as JAWS, ZoomText, Orca, alternative input devices, and NVDA.

Examples of its accessible design include semantically-marked up form field labels, visible and semantically-marked up button labels, and keyboard accessible content.

AWS ElasticWolf Client Console integrates with the AWS CLI and can manage AWS resources in all AWS Regions. It provides access to many foundational and widely-used AWS services, including AWS CloudFormation, AWS Identity and Access Management (IAM), Amazon Elastic Compute Cloud (Amazon EC2), Amazon EMR, Amazon Relational Database Service (Amazon RDS), Amazon Route 53, Amazon Simple Queue Service (Amazon SQS), and Amazon Simple Storage Service (Amazon S3).

An ACR was performed for AWS ElasticWolf Client Console by completing VPAT Version 2.3 in March 2020. The ACR, performed for both Windows and Linux versions, provides assessments against Section 508 requirements and WCAG 2.0 Level A and AA requirements. The ACR is available through AWS Artifact.

10.3. Alignments/Frameworks
Compliance alignments and frameworks include published security or compliance requirements for a specific purpose, such as a specific industry or function. AWS provides functionality (such as security features) and enablers (including compliance playbooks, mapping documents, and whitepapers) for these types of programs.

Requirements under specific alignments and frameworks may not be subject to certification or attestation; however, some alignments and frameworks are covered by other compliance programs. The following subsections provide details on the alignments and frameworks that AWS Partners ask about most frequently.

10.3.1. Criminal Justice Information Services
Criminal Justice Information (CJI) refers to the data necessary for law enforcement agencies to perform their mission and enforce the laws, such as biometric, identity history, person, organization, property, and case/incident history data. CJI also refers to data necessary for civil agencies to perform their mission, including data used to make hiring decisions.

The Criminal Justice Information Services (CJIS) Security Policy reflects the shared responsibility between Federal Bureau of Investigation (FBI) CJIS, CJIS Systems Agency, and the State Identification Bureaus (SIB) of the lawful use and appropriate protection of CJI. The CJIS Security Policy provides a baseline of security requirements for current and planned services and establishes a minimum standard for new initiatives.

10.3.1.1. AWS and CJIS
By using solutions built on AWS, agencies can manage and secure their applications, data, and other CJIS resources in the AWS GovCloud (US). AWS GovCloud (US) Regions consist of US data centers hosting services authorized to FedRAMP High, managed by US citizens, and offering the FIPS validated endpoints necessary to build CJIS-compliant solutions.

Technological advancements have removed the need to engage in the traditional method of relying on physical security and background checks as a way to qualify an individual’s “access” to unencrypted CJI. While the traditional approach can help achieve minimum compliance under the CJIS Security Policy, it doesn’t compare to the security that can be achieved using strong encryption practices and the deployment of “least privilege” principles to restrict CJI access to those with a need-to-know, right-to-know, and explicit authorization.

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10.3.1.2. CJIS for AWS Partners
Properly securing CJI and maintaining compliance with the CJIS Security Policy requires a number of security controls aimed at ensuring only authorized individuals have access to the CJI.

One critical control is the use of independently tested and validated encryption to protect sensitive information both in-transit and at-rest, regardless of physical location. AWS empowers customers and partners to encrypt their criminal justice data in AWS GovCloud (US) employing FIPS 140-2 validated encryption in-transit services and FIPS-197 compliant encryption for data at-rest. AWS GovCloud (US) also offers AWS Key Management Service (AWS KMS) using FIPS 140-2 validated hardware security modules, allowing customers to create, own, and manage their own customer master keys for all encryption. These customer master keys never leave the AWS KMS FIPS validated hardware security modules unencrypted and are never known to AWS personnel.

Another critical control involves limiting access to individuals who hold or manage encryption keys, allowing agencies to define and limit the universe of users with logical access to CJI. The principal of least privilege is one of the most fundamental underpinnings of the CJIS Security Policy based on a “need-to-know, right-to-know” standard. AWS GovCloud (US) customers can enforce least privilege by securely encrypting their CJI and limiting all access to the CJI to only those with access to the encryption keys. By using AWS GovCloud (US), customers are provided AWS Cloud services, tools, and security assurance to enable them to retain complete control and ownership over their own criminal justice data.

See our webpage, Using AWS for Criminal Justice Information Solutions, for additional information.

10.3.2. Cloud Security Alliance
Cloud Security Alliance (CSA) is a not-for-profit organization that aims to promote security assurance within cloud computing using reliable and recommended processes and practices, and to educate on the uses of cloud computing to help secure all other forms of computing.

10.3.2.1. AWS and CSA
AWS participates in the voluntary CSA Security, Trust & Assurance Registry (STAR) SelfAssessment to document our compliance with CSA-published best practices. We publish our completed CSA Consensus Assessments Initiative Questionnaire (CAIQ) on the AWS website.

10.3.2.2. CSA for AWS Partners
The CSA CAIQ provides a set of questions that the CSA anticipates a cloud consumer and/or cloud auditor would ask of a CSP like AWS. It provides a series of security, control, and process questions that can then be used for a wide range of uses, including cloud provider security evaluation.

10.3.3. Federal Information Security Management Act
AWS enables US government agencies to achieve and sustain compliance with the Federal Information Security Management Act (FISMA). AWS’s infrastructure has been evaluated by independent assessors for a variety of government systems as part of their system owners’ approval process. Numerous Federal Civilian and DoD organizations have successfully achieved security authorizations for systems hosted on AWS in accordance with the Risk Management Framework (RMF) process defined in NIST 800-37 and DoD Information AWS Partner Package – US State and Local Government and Education Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Q2 2023 42
Assurance Certification and Accreditation Process (DIACAP). AWS’s secure infrastructure has helped federal agencies expand cloud computing use cases and deploy sensitive government data and applications in the cloud while complying with the rigorous security requirements of federal standards.

10.3.4. National Institute of Standards and Technology 800-53 National Institute of Standards and Technology (NIST) 800-53 security controls are generally applicable to US Federal Information Systems. Federal Information Systems typically must go through a formal assessment and authorization process to ensure sufficient protection of confidentiality, integrity, and availability of information and information systems.

The NIST Cybersecurity Framework (CSF) is supported by governments and industries worldwide as a recommended baseline for use by any organization, regardless of its sector or size. Since Fiscal Year 2016, federal agency FISMA metrics have been organized around the CSF, and agencies are now required to implement the CSF under the Cybersecurity Executive Order.

10.3.4.1. AWS and NIST 800-53
AWS Cloud infrastructure and services have been validated by third-party testing performed against the NIST 800-53 Revision 4 controls and additional FedRAMP requirements. AWS has received FedRAMP ATOs from multiple authorizing agencies for both AWS GovCloud (US) and the AWS US East/West Regions. For more information, see the AWS FedRAMP compliance webpage, or the following FedRAMP Marketplace webpages:
• AWS East/West Region complete list of authorizing agencies • AWS GovCloud (US) complete list of authorizing agencies • AWS GovCloud JAB P-ATO at the high baseline

10.3.4.2. NIST 800-53 for AWS Partners
Under NDA, AWS provides an AWS FedRAMP SSP template based upon NIST 800-53 Rev. 4, which is prepopulated with the applicable NIST 800-5 Rev. 4 Low/Moderate/High control baseline. Control responsibility is as follows:
• Shared Responsibility: The customer will provide security and configurations of their software components, and AWS will provide security for its infrastructure. • Customer-Only Responsibility: The customer is fully responsible for guest operating systems, deployed applications, and select networking resources (for example, firewalls). More specifically, the customer is solely responsible for configuring and managing security in the cloud.
• AWS-Only Responsibility: AWS manages the cloud infrastructure, including the network, data storage, system resources, data centers, physical security, reliability, and supporting hardware and software. Applications built on top of the AWS system inherit the features and configurable options that AWS provides. AWS is solely responsible for configuring and managing security of the cloud.

For security authorization purposes, compliance with the FedRAMP requirements (based on NIST 800-53 rev 4 Low/Moderate/High control baseline) is contingent upon AWS fully implementing AWS-only and shared controls and the customer or AWS Partner implementing customer-only and shared controls. A FedRAMP-accredited 3PAO has assessed and authorized AWS implementation of our control responsibility. The portion of shared controls that the customer or AWS Partner is responsible for and the controls related to applications they AWS Partner Package – US State and Local Government and Education Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Q2 2023 43
implement on top of the AWS infrastructure must be separately assessed and authorized by them in agreement with NIST 800-37 and their specific security authorization policies and procedures.

AWS FedRAMP-compliant systems have been granted authorizations, have addressed the FedRAMP security controls (NIST 800-53), use the required FedRAMP templates for the security packages posted in the secure FedRAMP Repository, have been assessed by an accredited independent 3PAO, and maintain the continuous monitoring requirements of FedRAMP.

Customers and AWS Partners can use our NIST CSF whitepaper to assess their AWS environment against the NIST CSF and improve the security measures they implement and operate. The whitepaper also provides a third-party auditor letter attesting to the AWS Cloud services’ conformance to NIST CSF risk management practices.

10.3.5. Uptime Institute Tiers
The Uptime Institute created the standard Tier Classification System to evaluate various data center facilities in terms of potential site infrastructure performance, or uptime. Uptime Institute has not authorized other organizations to certify data centers under its Tier Classification System. Uptime Institute does not design, build, or operate data centers.

10.3.5.1. AWS and Uptime Institute Tiers
AWS operates our data centers in alignment with the Tier III+ guidelines, but we have chosen not to have a certified Uptime Institute-based tiering level so that we have more flexibility to expand and improve performance. AWS’s approach to infrastructure performance acknowledges Uptime Institute’s tiering guidelines and applies them to our global data center infrastructure design to ensure the highest level of performance and availability for our customers. AWS then improves on the guidelines provided by the Uptime Institute to scale for global operations and produce an operating outcome for availability and performance that far exceeds that which would be achieved through the Uptime Institute tiering guidelines alone.

Although we do not claim alignment with Tier IV, we can ensure that our systems have a fault tolerant sequence of operations with self-correcting mitigations in place.

AWS has identified critical system components required to maintain the availability of the system and recover service in the event of outage. Critical system components are backed up across multiple, isolated locations known as Availability Zones. Each Availability Zone runs on its own physically distinct, independent infrastructure, and is engineered to be highly reliable.

Availability Zones are connected to each other with fast, private fiber-optic networking, enabling customers and AWS Partners to easily architect applications that automatically fail-over between Availability Zones without interruption.

10.3.5.2. Uptime Institute Tiers for AWS Partners
AWS customers can build highly resilient systems in the cloud by employing multiple instances in multiple Availability Zones plus data replication to achieve extremely high recovery time and recovery point objectives, as well as service availability of 99.999% and more. Service availability is therefore a function of the design; customers who care about the availability and performance of their applications want to deploy these applications across multiple Availability Zones in the same region for fault tolerance and low latency. Some AWS Cloud services, such as Amazon S3, are built to leverage all Availability Zones within the region and have a durability objective of 99.999999999%.

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11. Managing AWS Resources
You can find more information in RFx Aid – Managing your AWS Resources.

With the AWS Cloud, customers can easily provision, manage, and monitor all of their IT resources in one location with the tool that best fits their unique needs. This helps them know what is going on in their cloud environment, such as instance health, logs of user actions, and ways to save money. AWS Cloud services are driven by robust APIs that allow for a wide variety of monitoring, management and developer tools to integrate easily with AWS Cloud resources. AWS supports common tools from vendors such as Microsoft, VMware, BMC Software, Okta, RightScale, Eucalyptus, CA, Xceedium, Symantec, Racemi, and Dell. Below are some AWS-native management options, which can be used alongside familiar management tools available on AWS Marketplace.

11.1. AWS Management Console
The AWS Management Console is a single destination for managing all AWS resources.

Customers can use the AWS Management Console to perform any number of tasks (e.g., deploying new applications, monitoring the health of applications, accessing monthly spending by service, and managing security credentials). The AWS Management Console supports all AWS Regions and lets customers provision resources across multiple Regions.

11.2. Command Line Interface (CLI)
The AWS CLI is a unified tool used to manage AWS Cloud services. With just one tool to download and configure, customers can control multiple AWS resources from the command line and automate them through scripts. The AWS CLI introduces a new set of simple file commands for efficient file transfers to and from Amazon S3.

11.3. Management Tools
AWS provides management tools that allows customers to programmatically provision, monitor, and automate all the components of their cloud environment. Using these tools, they can maintain consistent controls without restricting development velocity. These services all work together and are integrated with every part of the AWS platform, allowing customers to have greater insight into their cloud environment as well as maintain logs necessary for audits. Our management tools include the following:
• AWS Auto Scaling: Easily and safely scale multiple AWS resources. • Amazon CloudWatch: Collect and track metrics, collect and monitor log files, set alarms, and automatically react to changes in AWS resources.
• AWS CloudFormation: Model and provision—in an automated and secure manner—all the resources needed for applications across all regions and accounts. • AWS CloudTrail: Automatically log, continuously monitor, and retain account activity related to actions across AWS infrastructure.
• AWS Config: Inventory all configurations across AWS resources. • AWS Control Tower: Configure AWS management and security services based on established best practices in a secure, compliant, multi-account environment. • AWS License Manager: Manage licenses in AWS and on-premises servers from software vendors such as Microsoft, SAP, Oracle, and IBM. • AWS OpsWorks: Host and scale Chef Automate and Puppet Enterprise servers.

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• AWS Personal Health Dashboard: View the performance and availability of the AWS Cloud services underlying AWS resources.
• AWS Systems Manager: Centralize operational data from multiple AWS Cloud services and automate tasks across AWS resources.
• AWS Service Catalog: Create, manage, and distribute catalogs of approved products to end users, who can then access the products they need in a personalized portal. • AWS Trusted Advisor: Provision resources by following best practices. • AWS Well-Architected Tool: Review the state of workloads and compare them to the latest AWS architectural best practices.

AWS also offers several tools for cost management:
• AWS Budgets: Set custom budgets that send alert when costs or usage exceed (or are forecasted to exceed) a budgeted amount.
• AWS Cost and Usage Report: Customize a report that lists AWS usage for each service category used by an account and its IAM users in hourly or daily line items, as well as any activated tags for cost allocation purposes .
• AWS Cost Explorer: Visualize, understand, and manage AWS costs and usage over time.

12. Back-up and Disaster Recovery (DR)
You can find more information in RFx Aid – Disaster Recovery and Resiliency.

Customers of all sizes are using AWS to enable faster disaster recovery (DR) of their critical IT systems without incurring the infrastructure expense of a second physical site. AWS takes care of the undifferentiated heavy lifting required to create, implement, and manage scalable backup and recovery solutions.

There are many advantages to using AWS as part of a data protection strategy:
• Durability: Amazon S3, Amazon S3 Glacier, and S3 Glacier Deep Archive are designed for 99.999999999 percent of durability. Both platforms offer reliable backup of data, with object replication across at least three geographically dispersed Availability Zones. Many AWS services use Amazon S3 for storage and export/import operations. For example, Amazon Elastic Block Store (Amazon EBS) uses Amazon S3 for snapshot storage. • Security: AWS provides a number of options for access control and data encryption while in-transit and at-rest.
• Global infrastructure: AWS services are available around the globe, so customers can back up and store data in the Region that meets their compliance and workload. • Compliance: AWS regularly achieves third-party validation for thousands of global compliance requirements that we continually monitor, so customers can easily fit the backup solution into their existing compliance regimen. Customers can access and download compliance reports through AWS Artifact.
• Scalability: With AWS, customers don’t have to worry about capacity. As their needs change, they can scale their consumption up or down without administrative overhead.

AWS Elastic Disaster Recovery (AWS DRS) continuously replicates customers’ machines (including operating system, system state configuration, databases, applications, and files) into a low-cost staging area in their target AWS account and preferred Region. In the case of a disaster, the customer can instruct CloudEndure Disaster Recovery to automatically launch thousands of their machines in their fully provisioned state in minutes.

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Using these capabilities on our global infrastructure, customers can build a DR solution to fit their budget, recovery time objective (RTO), and recovery point objective (RPO) (depicted in Figure 10). An organization typically decides on an acceptable RTO and RPO based on the financial impact when systems are unavailable. The organization then plans solutions to provide cost-effective system recovery based on the RPO within the timeline and the service level established by the RTO.

Figure 10: RPO and RTO. RPO relates to data loss in the event of a disaster; RTO relates to the amount of time systems are down.

Figure 11 shows a spectrum of scenarios—backup and restore, pilot light, warm standby, and multi-site—arranged by how quickly a system can be available to users after a DR event.

Typically, the shorter the recovery, the higher the cost of the solution. Each DR option is discussed in more detail below.

Figure 11: Spectrum of DR Options. Customers can choose a preferred DR option based on preferences for cost and the time it takes to recover systems.

12.1. Backup and Restore
In most traditional environments, data is backed up to tape and sent offsite regularly. Recovery time is the longest using this method, and lack of automation leads to increased costs. Amazon S3 is ideal for backup data, as it is designed to provide 99.999999999% durability of objects over a given year. Amazon S3 offers a range of storage classes—including options for one-zone infrequent access and archive—to help save on costs. Transferring data to and from Amazon S3 is typically done via the network, and it is therefore accessible from any location. For a hybrid architecture, customers can use AWS Storage Gateway to automatically back up onpremises data to Amazon S3. To centralize and automate their backup, AWS Backup allows customers to configure backup policies and monitor backup activity.

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12.2. Pilot Light for Simple Recovery into AWS Warm Standby Solution
In a gas heater, a small idle flame – called a pilot light – is always burning, and can quickly ignite the entire furnace to heat up a house as needed. This is analogous to the “pilot light” backup and restore approach. In this DR approach, customers replicate part of their IT structure for a limited set of core services in AWS. In the event of a disaster, the AWS cloud environment takes over. A small part of their infrastructure is always running, simultaneously syncing mutable data (such as databases or documents) while other parts of their infrastructure are switched off and used only during testing. Unlike a backup and recovery approach, the most critical core elements are already configured and running in AWS. When the time comes for recovery, the customer can rapidly provision a full-scale production environment around the critical core. The pilot light approach typically uses a compute service like Amazon EC2 or a database service like Amazon RDS.

12.3. Warm Standby Solution in AWS
The term “warm standby” is used to describe a DR scenario in which a scaled-down version of a fully functional environment is always running in the cloud. This decreases recovery time because some services are always running. By identifying business-critical systems, the customer can fully duplicate these systems on AWS and have them always on. These servers can run on a minimum-sized fleet of Amazon EC2 instances on the smallest sizes possible. This solution is not scaled to handle a full-production load, but it is fully functional. It can be used for non-production work, such as testing, quality assurance, and internal use. In a disaster, customers can scale out the system quickly to handle the production load by adding more instances. They can automate this process using Amazon EC2 Auto Scaling and Elastic Load Balancing.

12.4. Multi-Site Solution Deployed on AWS and Onsite
A multi-site solution runs in AWS and on the customer’s existing on-premises infrastructure in an active-active configuration. During a disaster situation, the customer sends all traffic to AWS servers, which can scale to handle the full production load. For this approach, customers can use a DNS service that supports weighted routing, such as Amazon Route 53, to route production traffic to different sites that deliver the same application or service. A proportion of traffic will go to the customer’s infrastructure in AWS, and the remainder will go to their onsite infrastructure. In an onsite disaster situation, the customer can adjust the DNS weighting and send all traffic to the AWS servers. The capacity of the AWS Cloud service can be rapidly increased to handle the full production load. Customers can automate this process using Amazon EC2 Auto Scaling and Elastic Load Balancing.

13. Security Questionnaires
Under the Shared Responsibility Model, AWS is responsible for security of the cloud: protecting the infrastructure that runs all of the services offered in the AWS Cloud. All other security in the cloud is dependent on the customer or AWS partner’s management of their account(s) and their solution. AWS personnel cannot fill out Security Questionnaires on behalf of our AWS Partners.

In addition, AWS Partners maintain full control of their content and responsibility for configuring access to AWS services and resources. We provide an advanced set of access, encryption, and logging features to help AWS Partners do this effectively (for example, AWS Identity and Access Management, AWS Organizations and AWS CloudTrail). AWS Partners and customers AWS Partner Package – US State and Local Government and Education Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Q2 2023 48
can choose how their content is secured. In the event that they need assistance to complete a questionnaire to document AWS security and compliance positions, we have the following resources to assist with understanding security on AWS. If AWS Partners have additional questions about a specific requirement, they can reach out to their AWS Account team for further information.
• Compliance FAQs:This page answers frequently-asked questions about compliance. • AWS Artifact: AWS Artifact is a central resource for compliance-related information. It provides on-demand access to AWS’s security and compliance reports and select online agreements. The AWS SOC 2 report is particularly helpful for completing questionnaires because it provides a comprehensive description of the implementation and operating effectiveness of AWS security controls. Note that some AWS Artifact documentation is available under NDA, and use of the content is subject to the terms of that NDA. • CSA Consensus Assessments Initiative Questionnaire: The CSA Consensus Assessments Initiative Questionnaire provides a set of questions the CSA anticipates a cloud consumer and/or auditor would ask of a cloud provider. It provides a series of security, control, and process questions which can then be used for a wide range of uses, including cloud provider selection and security evaluation. This document contains the AWS answers to the CSA questionnaire.
• AWS Risk and Compliance Whitepaper: This document addresses AWS-specific information around general cloud computing compliance questions. There are detailed descriptions of all AWS certifications, programs, reports, and third-party attestations. • AWS Data Center Controls Web Page: Many questionnaires have an entire section with questions related to data center physical security. This web page provides insight into some of our physical and environmental controls.
• Data Privacy: This page details our data privacy and data security policies, practices, and technologies we’ve put in place.
• AWS Security and Compliance Quick Reference Guide: This guide provides an overview of our assurance programs and how to secure content on the AWS Cloud. • AWS Compliance Center: This page offers a central location to research cloud-related regulatory requirements and how they impact various industries.

14. AWS Public Sector Access Policy—Instructions
If this opportunity requires the resale of AWS offerings, AWS Partners must include the AWS Public Sector Access Policy (“Access Policy”) in their response and incorporate the Access Policy in any agreement regarding such resale, per their Reseller Agreement, as amended. The Access Policy sets out rules, conditions, and restrictions regarding use of the AWS cloud services. This AWS Public Sector Access Policy can be accessed here.

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Appendix A. Industry Analyst Reports on AWS Market
Position
[Note: “Do not edit content in this section, or use in a public document other than a direct RFx response.

Include all citations and disclaimers outlined below.”] You can find more information in RFx Aid – Analyst Reports.

AWS offers reports from trusted third-party analysts to help organizations understand the benefits and value of the AWS Cloud. The AWS in Analyst Research page provides reports and analysis from firms such as Gartner, IDC, and Forrester covering a variety of product categories and geographies.

Gartner, Inc., a leading information technology research company, recently released its 2022 Magic Quadrant for Cloud Infrastructure and Platform Services2 3 report. In Gartner's evaluation covering both cloud infrastructure and platform services (IaaS & PaaS, or "CIPS"), AWS is evaluated as a Leader placed highest in both axes of measurement: Ability to Execute and Completeness of Vision (see Figure 12). This is the twelfth consecutive year that Gartner has recognized AWS as a Leader in the Magic Quadrant, making AWS the longest-running CIPS Magic Quadrant Leader.

2 Gartner, Magic Quadrant for Cloud Infrastructure & Platform Services, Raj Bala, Dennis Smith, Kevin Ji, David Wright, Miguel Angel Borrega, 19 October 2022. Gartner and Magic Quadrant are registered trademarks of Gartner, Inc. and/or its affiliates in the U.S. and internationally and is used herein with permission. All rights reserved. Gartner does not endorse any vendor, product or service depicted in its research publications, and does not advise technology users to select only those vendors with the highest ratings. Gartner research publications consist of the opinions of Gartner's research organization and should not be construed as statements of fact. Gartner disclaims all warranties, expressed or implied, with respect to this research, including any warranties of merchantability or fitness for a particular purpose. 3 All statements in this report attributable to Gartner represent AWS’s interpretation of data, research opinion or viewpoints published as part of a syndicated subscription service by Gartner, Inc., and have not been reviewed by Gartner. Each Gartner publication speaks as of its original publication date (and not as of the date of this proposal). The opinions expressed in Gartner publications are not representations of fact and are subject to change without notice.

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Figure 12: 2022 Gartner Magic Quadrant for Cloud Infrastructure and Platform Services More analyst reports can be found at AWS in Analyst Research.

AWS Partner Package
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Appendix B. AWS Resources
B.1. AWS Overview
• What is Cloud Computing: https://aws.amazon.com/what-is-cloud-computing/ • Types of Cloud Computing: https://aws.amazon.com/types-of-cloud-computing/ • About AWS: https://aws.amazon.com/about-aws/
• AWS Global Infrastructure: https://aws.amazon.com/about-aws/global-infrastructure/ B.2. AWS Solutions
• Websites and Web Hosting: https://aws.amazon.com/websites/ • Backup and Restore: https://aws.amazon.com/backup-restore/ • Data Archive: https://aws.amazon.com/archive/
• Disaster Recovery: https://aws.amazon.com/disaster-recovery/ • Big Data: https://aws.amazon.com/big-data/
• High Performance Computing: https://aws.amazon.com/hpc/ • Internet of Things: https://aws.amazon.com/iot/
• Financial Services: https://aws.amazon.com/financial-services/ • Healthcare and Life Sciences: https://aws.amazon.com/health/ • Genomics: https://aws.amazon.com/health/genomics/
• Business Applications: https://aws.amazon.com/business-applications/ • DevOps: https://aws.amazon.com/devops/
B.3. AWS Products and Services
• List of all AWS cloud services: https://aws.amazon.com/products/ • AWS Marketplace: https://aws.amazon.com/marketplace/
• AWS service documentation : http://aws.amazon.com/documentation/ B.4. AWS in the Public Sector
• AWS Public Sector Homepage: https://aws.amazon.com/government-education/ • U.S. Federal Government: https://aws.amazon.com/federal/ • State and Local Government: https://aws.amazon.com/stateandlocal/ • Defense and Aerospace: https://aws.amazon.com/government-education/defense/ • Education: https://aws.amazon.com/education/
• Nonprofit Organizations: https://aws.amazon.com/government-education/nonprofits/ • AWS GovCloud (US) Region: http://aws.amazon.com/govcloud-us/ • AWS Government Partners: https://aws.amazon.com/partners/government/ • AWS Public Sector Blog: https://aws.amazon.com/blogs/publicsector/ B.5. AWS Partner Community
• AWS Partner Network: https://aws.amazon.com/partners/ • AWS Partner Directory: http://www.aws-partner-directory.com/ AWS Partner Package
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• AWS Partner Programs: https://aws.amazon.com/partners/programs/ B.6. AWS Professional Services
• AWS Professional Services: https://aws.amazon.com/professional-services/ • AWS Cloud Adoption Framework: https://aws.amazon.com/professional-services/CAF/ B.7. AWS Pricing
• AWS Pricing Overview: http://aws.amazon.com/pricing/
• AWS Economics Center: https://aws.amazon.com/economics/ • Cloud Financial Management: https://aws.amazon.com/aws-cost-management/ • AWS TCO Calculator: http://aws.amazon.com/tco-calculator/ B.8. AWS Billing
• AWS Billing and Cost Management:
http://docs.aws.amazon.com/awsaccountbilling/latest/aboutv2/billing-what-is.html • Consolidated Billing: http://docs.aws.amazon.com/awsaccountbilling/latest/aboutv2/consolidatedbilling.html • Cost Explorer: http://docs.aws.amazon.com/awsaccountbilling/latest/aboutv2/cost-explorer-whatis.html • AWS Budgets and Forecasts:
http://docs.aws.amazon.com/awsaccountbilling/latest/aboutv2/budgets-managing-costs.html B.9. AWS Security and Compliance
• AWS Security Center: http://aws.amazon.com/security/
• AWS Shared Responsibility Model: http://aws.amazon.com/security/sharing-the-securityresponsibility/ • AWS Compliance: http://aws.amazon.com/compliance/
• AWS Data Privacy: http://aws.amazon.com/compliance/data-privacy-faq/ • Access Control: http://aws.amazon.com/iam/
• AWS Security Blog: https://blogs.aws.amazon.com/security/ B.10. AWS Support
• AWS Support Tiers : https://aws.amazon.com/premiumsupport/ • Support Knowledge Center: https://aws.amazon.com/premiumsupport/knowledge-center/ • AWS Trusted Advisor: https://aws.amazon.com/premiumsupport/trustedadvisor/ B.11. AWS Training and Best Practices
• AWS Training and Certification: http://aws.amazon.com/training/ • AWS Architecture Center: http://aws.amazon.com/architecture/ • AWS Quick Starts: https://aws.amazon.com/quickstart/
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B.12. Industry Analysis
• Analyst Reports: http://aws.amazon.com/resources/analyst-reports/ • Gartner Magic Quadrant for Cloud Infrastructure and Platform Services (October 2022):
https://www.gartner.com/doc/reprints?id=1-2AOZQAQL&ct=220728&st=sb • IDC Report: Quantifying the Business Value of Amazon Web Services:
http://d0.awsstatic.com/analyst-reports/IDC Business Value of AWS May 2015.pdf B.13. AWS Case Studies
• AWS Case Studies: https://aws.amazon.com/solutions/case-studies/ B.14. Procurement
• AWS Public Sector Contract Center: http://aws.amazon.com/contract-center/ • 10 Considerations for a Cloud Procurement Whitepaper: http://d0.awsstatic.com/whitepapers/10- considerations-for-a-cloud-procurement.pdf
• How to Buy Cloud Computing Services for your Agency (Webinar):
https://aws.amazon.com/webinars/buying-cloud-computing-services/ B.15. Legal
• AWS Customer Agreement: http://aws.amazon.com/agreement/ • AWS Service Terms: https://aws.amazon.com/service-terms/ • AWS Acceptable Use Policy: http://aws.amazon.com/aup/ • AWS Trademark Guidelines: http://aws.amazon.com/trademark-guidelines/ • AWS Site Terms: http://aws.amazon.com/terms/
• AWS Privacy Notice: https://aws.amazon.com/privacy/
• AWS Tax Help: http://aws.amazon.com/tax-help/
B.16. Additional Resources
• AWS Blog: https://aws.amazon.com/blogs/aws/
• AWS Discussion Forums: https://forums.aws.amazon.com/index.jspa • What’s New from AWS: http://aws.amazon.com/new/
• AWS YouTube Channel: https://www.youtube.com/user/AmazonWebServices • AWS Twitter Feed: https://twitter.com/awscloud
• AWS on SlideShare: http://www.slideshare.net/AmazonWebServices • Events and Webinars: https://aws.amazon.com/about-aws/events/ • An E-Book of Cloud Best Practices: https://medium.com/aws-enterprise-collection/an-e-book-ofcloud-best-practices-for-your-enterprise-4a211840c55b#.corzpjf3m B.17. AWS Whitepapers
• AWS Whitepapers and Guides: http://aws.amazon.com/whitepapers/ • Overview of AWS Whitepaper: http://d0.awsstatic.com/whitepapers/aws-overview.pdf • Security Resources and Whitepapers: http://aws.amazon.com/security/security-resources/ • AWS Compliance whitepapers: http://aws.amazon.com/compliance/aws-whitepapers/ AWS Partner Package
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• Best Practices for Security, Identity, & Compliance: https://aws.amazon.com/architecture/securityidentity-compliance • AWS Risk and Compliance Whitepaper:
https://d0.awsstatic.com/whitepapers/compliance/AWS Risk and Compliance Whitepaper.pdf AWS Partner Package
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Appendix C. Common AWS Certifications
C.1. Federal Risk and Authorization Management Program (FedRAMP) Federal Risk and Authorization Management Program (FedRAMP) is a US government-wide program that delivers a standard approach to the security assessment, authorization, and continuous monitoring for cloud products and services. The governing bodies of FedRAMP include the Office of Management and Budget (OMB), US General Services Administration (GSA), US Department of Homeland Security (DHS), US Department of Defense (DoD), National Institutes of Standards & Technology (NIST), and the Federal Chief Information Officers (CIO) Council.

Cloud services providers (CSPs) like AWS who want to offer their products and services to the US government must demonstrate FedRAMP compliance. FedRAMP uses the NIST Special Publication 800 series and requires CSPs to receive an independent security assessment conducted by a third-party assessment organization (3PAO) to ensure that authorizations are compliant with the Federal Information Security Management Act (FISMA).

There are two paths for CSPs to be FedRAMP compliant:
• Joint Authorization Board (JAB) Authorization – To receive FedRAMP JAB Provisional Authority to Operate (P-ATO), a CSP is reviewed by the FedRAMP Program Management Office (PMO), is assessed by a FedRAMP-accredited 3PAO, and receives a P-ATO from the JAB. The JAB is made up of the CIOs from DoD, DHS, and GSA. • Agency Authorization – To receive FedRAMP Agency Authority to Operate (ATO), a CSP is reviewed by a customer Agency CIO or Delegated Authorizing Official(s) to achieve a FedRAMP-compliant ATO that is verified by the FedRAMP PMO.

AWS and FedRAMP
AWS offers the following FedRAMP compliant systems that have been granted authorizations:
• AWS GovCloud (US), which has been granted a JAB P-ATO and multiple ATOs for high impact level. The services in scope of the AWS GovCloud (US) JAB P-ATO boundary at high baseline security categorization can be found within the AWS Services in Scope by Compliance Program.
• AWS US East-West, which has been granted a JAB P-ATO and multiple ATOs for moderate impact level. The services in scope of the AWS US East-West JAB P-ATO boundary at moderate baseline security categorization can be found within the AWS Services in Scope by Compliance Program.

FedRAMP for AWS Partners
AWS Partners and prospective customers can request access to the AWS APN Partner FedRAMP Security Package using AWS Artifact. Note that some AWS Artifact documentation is available under NDA, and use of the content is subject to the terms of that NDA.

C.2. Federal Information Processing Standard (FIPS)
The Federal Information Processing Standard (FIPS Publication 140-2) is a US government standard that specifies the security requirements for cryptographic modules that protect sensitive information.

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AWS and FIPS
AWS works with customers to provide the information they need to manage compliance when using the AWS US East-West or AWS GovCloud (US) Regions. For more information about the standard, see Cryptographic Module Validation Program on the NIST Computer Security Resource Center website.

FIPS for AWS Partners
The Amazon VPC VPN endpoints in the AWS GovCloud (US) Regions operate using FIPS 140- 2 validated cryptographic modules. If you require use of FIPS 140-2 validated cryptographic modules when accessing AWS US East/West or AWS GovCloud (US) through use of the CLI or programmatically by using the APIs, the list of available FIPS endpoints by AWS Region can be found on our FIPS Publication 140-2 page.

C.3. International Organization for Standardization (ISO) 9001:2015 The International Organization for Standardization (ISO 9001:2015) outlines a process-oriented approach to documenting and reviewing the structure, responsibilities, and procedures required to achieve effective quality management within an organization. The key to the ongoing certification under this standard is establishing, maintaining, and improving the organizational structure, responsibilities, procedures, processes, and resources in a manner in which AWS products and services consistently satisfy ISO 9001:2015 quality requirements.

AWS and ISO 9001:2015
AWS has undergone a systematic, independent examination of our quality system to determine whether the activities and activity outputs comply with ISO 9001:2015 requirements. A certifying agent found our quality management system to comply with the requirements of ISO 9001:2015 for the activities described in the scope of registration. You can download AWS’s ISO 9001:2015 certification from our website.

ISO 9001:2015 for AWS Partners
The certification covers the quality management system over a specified scope of AWS Cloud services and Regions of operations. If you are pursuing ISO 9001:2015 certification while operating all or part of your IT systems on the AWS Cloud, you are not automatically certified by association. However, using an ISO 9001:2015 certified provider like AWS can make your certification process easier.

C.4. ISO/International Electrotechnical Commission 27001:2013 ISO/International Electrotechnical Commission (IEC) 27001:2013 is a security management standard that specifies security management best practices and comprehensive security controls following the ISO/IEC 27002 best practice guidance. The basis of this certification is the development and implementation of a rigorous security program, which includes the development and implementation of an Information Security Management System (ISMS) which defines how AWS perpetually manages security in a holistic, comprehensive manner. This widely-recognized international security standard specifies that AWS do the following:
• Systematically evaluate our information security risks, taking into account the impact of threats and vulnerabilities.

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AWS and ISO/IEC 27001:2013
AWS has certification for compliance with ISO/IEC 27001:2013, 27017:2015, and 27018:2014.

These certifications are performed by independent third-party auditors. AWS’s ISO/IEC 27001:2013 certification can be downloaded from our website.

ISO/IEC 27001:2013 for AWS Partners
The ISO/IEC 27001:2013 certification for AWS covers the AWS security management process over a specified scope of services and data centers. If you are pursuing ISO/IEC certifications while operating part or all of your IT on the AWS Cloud, you are not automatically certified by association. However, using an ISO/IEC 27001:2013 certified provider like AWS can make your certification process easier.

C.5. ISO/IEC 27017:2015
ISO/IEC 27017:2015 provides guidance on the information security aspects of cloud computing, recommending the implementation of cloud-specific information security controls that supplement the guidance of the ISO/IEC 27002 and ISO/IEC 27001 standards. This code of practice provides additional information security controls implementation guidance specific to CSPs like AWS.

AWS and ISO/IEC 27017:2015
AWS’s attestation to the ISO/IEC 27017:2015 guidance not only demonstrates our ongoing commitment to align with globally-recognized best practices, but also verifies that AWS has a system of highly precise controls in place that are specific to cloud services. AWS’s ISO/IEC 27017:2015 certification can be downloaded from our website.

ISO/IEC 27017:2015 for AWS Partners
AWS’s ISO/IEC 27017:2015 certification covers the security management process and cloud provider specific controls. If you are pursuing ISO/IEC certifications while operating part or all of your IT environment on the AWS Cloud, you are not automatically certified by association.

However, using an ISO/IEC 27017:2015 certified provider like AWS can make your certification process easier. The AWS ISO/IEC 27017:2015 assessment provides evidence that our security controls are aligned with the 27017:2015 guidance specific to CSPs.

C.6. ISO/IEC 27018:2019
ISO/IEC 27018:2019 is a code of practice that focuses on protection of personal data in the cloud. It is based on ISO/IEC information security standard 27002 and provides implementation guidance on ISO/IEC 27002 controls applicable to public cloud personally identifiable information (PII). It also provides a set of additional controls and associated guidance intended to address public cloud PII protection requirements not addressed by the existing ISO/IEC 27002 control set.

AWS and ISO/IEC 27018:2019
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AWS maintains the high bar of data protection and privacy controls outlined in ISO/IEC 27018:2014 for all customer content, regardless of whether or not any particular data is PII.

AWS’s ISO/IEC 27018:2019 certification can be downloaded from our website.

ISO/IEC 27018:2019 for AWS Partners
Alignment demonstrates to customers that AWS has a system of controls in place that specifically address the privacy protection of their content. AWS’s alignment with and independent third-party assessment of this internationally recognized code of practice demonstrates AWS’s commitment to the privacy and protection of customers’ content.

C.7. Payment Card Industry Data Security Standard (PCI DSS) The Payment Card Industry Data Security Standard (PCI DSS Level 1) is a proprietary information security standard administered by the PCI Security Standards Council, which was founded by American Express, Discover Financial Services, JCB International, MasterCard Worldwide, and Visa Inc.

PCI DSS applies to all entities that store, process, or transmit cardholder data (CHD) or sensitive authentication data (SAD), including merchants, processors, acquirers, issuers, and service providers. PCI DSS is mandated by the card brands and administered by the PCI Security Standards Council.

AWS and PCI DSS
AWS is certified as a PCI DSS 3.2 Level 1 Service Provider, the highest level of assessment available. The compliance assessment was conducted by Coalfire Systems Inc., an independent Qualified Security Assessor (QSA). The PCI DSS Attestation of Compliance (AOC) and Responsibility Summary is available to AWS customers by using AWS Artifact. Note that some AWS Artifact documentation is available under NDA and use of the content is subject to the terms of that NDA.

PCI DSS for AWS Partners
As a customer who uses AWS products and services to store, process, or transmit cardholder data, you can rely on AWS technology infrastructure as you manage your own PCI DSS compliance certification.

AWS does not directly store, transmit, or process any customer CHD. However, you may create your own cardholder data environment (CDE) that can store, transmit, or process cardholder data using AWS products.

Customers must manage their own PCI DSS compliance certification, and additional testing will be required to verify that your environment satisfies all PCS DSS requirements. However, for the portion of the PCI CDE that is deployed in AWS, your QSA can rely on AWS AOC without further testing.

C.8. System and Organization Control (SOC) Reports
AWS System and Organization Control (SOC Reports) are independent third-party examination reports that demonstrate how AWS achieves key compliance controls and objectives. The purpose of these reports is to help you and your auditors understand the AWS controls established to support operations and compliance. Table 3 describes the four AWS SOC Reports.

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CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 2.

FROM: Stephanie Sikkema, Director of Finance and Administrative Services DATE: 10/13/2026
SUBJECT: Reject Proposals for Budget Software

RECOMMENDATION
Reject all proposals received for a new Budget Software.

DISCUSSION
Staff currently uses budget software to develop the budget book. The contract for this software expires this year, so staff issued a Request for Proposals (RFP) for a new software. The RFP invited qualified budget software firms to submit proposals for a comprehensive budget software platform and related services on August 11, 2026.

The purpose of the RFP was to assess the costs of services provided and determine whether they reasonably align with current service fees, while ensuring compliance with applicable statutory requirements. The RFP also acknowledged that at the conclusion of this process, the City may ultimately decide to proceed without acquiring budget software.

On September 3, 2026, six proposals were received. However, after evaluation of the cost proposals, implementation of a new software is not fiscally prudent at this time. Therefore, staff recommends rejecting all proposals and producing the budget book in-house. Staff has the ability and resources to produce a high-quality budget book in-house that meets the same standards as those created using external software.

Pursuant to Municipal Code Section 21A-12 (d) in its discretion, the City Council may reject any and all bids presented.

BUDGET IMPACT
Rejecting all proposals and producing the book in-house will save the City approximately $18,000 annually.

LEGAL REVIEW
The City Attorney has reviewd this staff report.

APPROVED BY: Shannon DeLong, City Manager
CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 3.

FROM: Nick Mangkalakiri, Director of Public Works
DATE: 10/13/2026
SUBJECT: Receive and File Recovered Organic Waste Procurement Policy

RECOMMENDATION
Receive and file the attached Recovered Organic Waste Procurement Policy.

DISCUSSION
In 2022, Senate Bill 1383 (SB 1383) was amended to require cities to procure specific quantities of recovered organic waste products and recycled-content paper products.

CalRecycle establishes an annual procurement target for each jurisdiction based on a formula that considers the amount of organic waste generated within the jurisdiction. The procurement requirements are intended to reduce organic waste disposal and increase the use of recovered organic waste products.

The City is required to annually procure recovered organic waste products, including compost and SB 1383-eligible mulch, to meet its CalRecycle-established procurement target. City departments are also encouraged to purchase recycled-content paper products and printing and writing paper when the recycled-content products meet the same fitness and quality standards as non-recycled products. Departments responsible for landscaping maintenance and construction are required to use recovered organic waste-derived compost and SB 1383-eligible mulch when available.

The City's Municipal Code §21A-20, Purchase of recovered organic waste products and recycled-content paper, outlines guidance on the City's existing requirements for the procurement of recycled-content paper products and printing and writing paper. The proposed policy will expand upon these requirements by establishing procedures for the procurement and documentation of recovered organic waste products, including compost and mulch. Adoption of the policy will provide a consistent framework for City departments and demonstrate full compliance with SB 1383 procurement requirements.

The City will be responsible for recordkeeping and submitting an annual report to CalRecycle to demonstrate compliance with SB 1383 requirements.

CalRecycle to demonstrate compliance with SB 1383 requirements.

BUDGET IMPACT
There is no fiscal impact associated with receiving and filing the policy.

LEGAL REVIEW
The City Attorney has reviewed this staff report.

APPROVED BY: Shannon DeLong, City Manager
Attachments
Organics Policy

CITY OF CYPRESS

PROCUREMENT OF RECOVERED

ORGANIC WASTE PRODUCTS POLICY
SECTION 1. PURPOSE
A. It is the policy of the City of Cypress, applicable to all departments and divisions, to incorporate environmental considerations, including recycled-content and recovered Organic Waste product use, into purchasing practices and procurement.

This Procurement of Recovered Organic Waste Products Policy (Policy) will help the City to:

1. Protect and conserve natural resources, water, and energy;

2. Minimize the City’s contribution to climate change, pollution, and solid waste disposal; and,

3. Comply with State requirements as contained in 14 CCR Division 7, Chapter 12, Article 12 (SB 1383 procurement regulations) to procure a specified amount of Recovered Organic Waste Products to support Organic Waste disposal reduction targets and markets for products made from recycled and recovered Organic Waste materials, and to purchase RecycledContent Paper Products and Recycled-Content Printing and Writing Paper.

SECTION 2. DEFINITIONS
A. “Annual Recovered Organic Waste Product Procurement Target” means the amount of Organic Waste in the form of a Recovered Organic Waste Product that the City is required to procure annually under 14 CCR Section 18993.1. This target shall be calculated by multiplying the per capita procurement target, which shall be

0.08 tons of Organic Waste per California resident per year, times the City’s residential population using the most recent annual data reported by the California Department of Finance. Annually, CalRecycle will provide notice to each City of its Annual Recovered Organic Waste Product Procurement Target by posting such information on CalRecycle’s website and providing written notice directly to the City.

B. “Compost” means the product resulting from the controlled biological decomposition of organic solid wastes that are source separated from the municipal solid waste stream or which are separated at a centralized facility or as otherwise defined in 14 CCR Section 17896.2(a)(4). Compost eligible for meeting the Annual Recovered Organic Waste Product Procurement Target must be produced at a compostable material handling operation or facility permitted or authorized under 14 CCR Chapter 3.1 of Division 7 or produced at a large volume in-vessel digestion facility that composts on-site as defined and permitted under 14 CCR Chapter 3.2 of Division 7.

C. “Direct Service Provider” means a person, company, agency, district, or other entity that provides a service or services to City pursuant to a contract or other written agreement or as otherwise defined in 14 CCR Section 18982(a)(17).

D. “Electricity Procured from Biomass Conversion” means electricity generated from biomass facilities that convert recovered Organic Waste, such as wood and prunings from the municipal stream, into electricity. Electricity procured from a biomass conversion facility may only count toward the City’s Annual Recovered Organic Waste Product Procurement Target if the facility receives feedstock directly from certain permitted or authorized compostable material handling operations or facilities, transfer/processing operations or facilities, or landfills, as described in 14 CCR Section 18993.1(i).

E. “Organic Waste” means solid wastes containing material originated from living organisms and their metabolic waste products including, but not limited to, food, yard trimmings, organic textiles and carpets, lumber, wood, Paper Products, Printing And Writing Paper, manure, biosolids, digestate, and sludges, or as otherwise defined in 14 CCR Section 18982(a)(46). Biosolids and digestate are as defined in 14 CCR Section 18982(a)(4) and 14 CCR Section 18982(a)(16.5), respectively.

F. “Paper Products” include, but are not limited to, paper janitorial supplies, cartons, wrapping, packaging, file folders, hanging files, corrugated boxes, tissue, and toweling; or as otherwise defined in 14 CCR Section 18982(a)(51).

G. “Printing and Writing Papers” include, but are not limited to, copy, xerographic, watermark, cotton fiber, offset, forms, computer printout paper, white wove envelopes, manila envelopes, book paper, note pads, writing tablets, newsprint, and other uncoated writing papers, posters, index cards, calendars, brochures, reports, magazines, and publications; or as otherwise defined in 14 CCR Section 18982(a)(54).

H. “Procurement of Recovered Organic Waste Products” shall mean purchase or acquisition (e.g., free delivery or free distribution from a hauler or other entity via a written agreement or contract), and end use by the City or others. The City’s Annual Recovered Organic Waste Product Procurement Target can be fulfilled directly by the City or by Direct Service Providers through written contracts or agreements for Procurement of Recovered Organic Waste Products at the City’s behest.

I. “Publicly-Owned Treatment Works” or “POTW” has the same meaning as in Section 403.3(r) of Title 40 of the Code of Federal Regulations. For the purposes of this Policy, the POTW shall be the Orange County Sanitation District, located at 10844 Ellis Avenue, Fountain Valley, CA.

J. “Recovered Organic Waste Products” means products made from California, landfill-diverted recovered Organic Waste processed at a permitted or otherwise authorized operation or facility, or as otherwise defined in 14 CCR Section 18982(a)(60). Products that can be used to meet the Annual Recovered Organic Waste Product Procurement Target shall include Compost, SB 1383 Eligible Mulch, Renewable Gas from an in-vessel digestion facility, and Electricity Procured from Biomass Conversion as described herein and provided that such products meet requirements of 14 CCR, Division 7, Chapter 12, Article 12.

K. "Recyclability" means that the Paper Products and Printing and Writing Paper offered or sold to the City are eligible to be labeled with an unqualified recyclable label as defined in 16 Code of Federal Regulations Section 260.12 (2013).

L. “Recycled-Content Paper Products and Recycled-Content Printing and Writing Paper” means such products that consist of at least thirty percent (30%), by fiber weight, postconsumer fiber, consistent with the requirements of Sections 22150 to 22154 and Sections 12200 and 12209 of the Public Contract Code, and as amended.

M. “Renewable Gas” means gas derived from Organic Waste that has been diverted from a landfill and processed at an in-vessel digestion facility that is permitted or otherwise authorized by 14 CCR to recover Organic Waste, or as otherwise defined in 14 CCR Section 18982(a)(62).

N. “SB 1383” means Senate Bill 1383 of 2016 approved by the Governor on September 19, 2016, which added Sections 39730.5, 39730.6, 39730.7, and 39730.8 to the Health and Safety Code, and added Chapter 13.1 (commencing with Section 42652) to Part 3 of Division 30 of the Public Resources Code, establishing methane emissions reduction targets in a statewide effort to reduce emissions of short-lived climate pollutants, as amended, supplemented, superseded, and replaced from time to time.

Q. “SB 1383 Regulations” or “SB 1383 Regulatory” means or refers to, for the purposes of this policy, the Short-Lived Climate Pollutants (SLCP): Organic Waste Reductions regulations developed by CalRecycle and adopted in 2020 that created Chapter 12 of 14 CCR, Division 7 and amended portions of regulations of 14 CCR and 27 CCR.

R. “SB 1383 Eligible Mulch” means mulch eligible to meet the Annual Recovered Organic Waste Product Procurement Target, pursuant to 14 CCR Chapter 12 of Division 7. This SB 1383 Eligible Mulch shall meet the following conditions for the duration of the applicable procurement compliance year, as specified by 14 CCR Section 18993.1(f)(4):

1. Produced at one of the following facilities:
i. A compostable material handling operation or facility as defined in 14 CCR Section 17852(a)(12), that is permitted or authorized under 14 CCR Division 7, other than a chipping and grinding operation or facility as defined in 14 CCR Section 17852(a)(10); SB 1383 Eligible Mulch excludes mulch from chipping and grinding operations. ii. A transfer/processing facility or transfer/processing operation as defined in 14 CCR Sections 17402(a)(30) and (31), respectively, that is permitted or authorized under 14 CCR Division 7; or, iii. A solid waste landfill as defined in Public Resources Code Section 40195.1 that is permitted under 27 CCR Division 2.

2. Meet or exceed the physical contamination, maximum metal concentration, and pathogen density standards for land application specified in 14 CCR Sections 17852(a)(24.5)(A)1 through 3.

S. “State” means the State of California.

SECTION 3. RECOVERED ORGANIC WASTE PRODUCT

PROCUREMENT

3.1 Procurement Target
A. The City will annually procure for use or giveaway a quantity of Recovered Organic Waste Products that meets or exceeds its Annual Recovered Organic Waste Product Procurement Target through the implementation of Sections 3 through 5 of this Policy.

B. To be eligible to meet the Annual Recovered Organic Waste Product Procurement Target, products that may be procured include the following (provided that each product meets the criteria included in their respective definition in Section 2 of this Policy):

1. SB 1383 Eligible Compost (as defined in Section 2.B).

2. SB 1383 Eligible Mulch (as defined in Section 2.R).

3. Renewable Gas (in the form of transportation fuel, electricity, or heat) (as defined in Section 2.O).

4. Electricity Procured from Biomass Conversion (as defined in Section 2.D).

3.2 Requirements for City Departments
A. Compost and SB 1383 Eligible Mulch procurement. Divisions and departments responsible for landscaping maintenance, renovation, or construction shall:

1. Use Compost and SB 1383 Eligible Mulch produced from recovered Organic Waste, as defined in Section 2.B and 2.R of this Policy, for landscaping, maintenance, renovation, or construction, as practicable, whenever available, and capable of meeting quality standards and criteria specified. SB 1383 Eligible Mulch used for land application must meet or exceed the physical contamination, maximum metal concentration and pathogen density standards specified in 14 CCR Section
17852(a)(24.5)(A)(1) through (3).

2. When City uses Compost and SB 1383 Eligible Mulch and the applications are subject to the City’s Water Efficient Landscaping Ordinance (WELO), comply with one of the following, whichever is more stringent, (i) the City’s WELO, if more stringent than the State’s Model Water Efficient Landscape Ordinance (MWELO), or (ii) Sections 492.6 (a)(3)(B), (C), (D), and (G) of the State’s Model Water Efficient Landscape Ordinance, Title 23, Division 2, Chapter 2.7 of the CCR, as amended September 15, 2015, which requires the submittal of a landscape design plan with a “Soil Preparation, Mulch, and Amendments Section” to include the following:
a. For landscape installations, Compost at a rate of a minimum of 4 cubic yards per 1,000 square feet of permeable area shall be incorporated to a depth of six (6) inches into the soil. Soils with greater than six percent (6%) organic matter in the top six (6) inches of soil are exempt from adding Compost and tilling.
b. Apply a minimum three- (3-) inch layer of mulch on all exposed soil surfaces of planting areas except in turf areas, creeping or rooting groundcovers, or direct seeding applications where mulch is contraindicated. To provide habitat for beneficial insects and other wildlife, leave up to five percent (5%) of the landscape area without mulch. Designated insect habitat must be included in the landscape design plan as such.
c. Procure organic mulch materials made from recycled or postconsumer materials rather than inorganic materials or virgin forest products unless the recycled post-consumer organic products are not locally available. Organic mulches are not required where prohibited by local Fuel Modification Plan Guidelines or other applicable local ordinances.
d. For all mulch that is land applied, procure SB 1383 Eligible Mulch that meets or exceeds the physical contamination, maximum metal concentration, and pathogen density standards for land applications specified in 14 CCR Section 17852(a)(24.5)(A)(1) through (3).

3. Keep records, including invoices or proof of Recovered Organic Waste Product procurement (either through purchase or acquisition), and submit records to the City’s recordkeeping designee, on a schedule determined by the recordkeeping designee.

Records shall include:
a. General procurement records, including:
(i) General description of how and where the product was used and applied, if applicable;
(ii) Source of product, including name, physical location, and contact information for each entity, operation, or facility from whom the Recovered Organic Waste Products were
procured;
(iii) Type of product;
(iv) Quantity of each product; and,
(v) Invoice or other record demonstrating purchase or
procurement.
b. For Compost and SB 1383 Eligible Mulch provided to residents through giveaway events or other types of distribution methods, keep records of the Compost and SB 1383 Eligible Mulch provided to residents. Records shall be maintained and submitted to the Recordkeeping Designee in accordance with the requirements specified in Section 3.2.A.3.
c. For procurement of SB 1383 Eligible Mulch, maintain an updated copy of the ordinance or enforceable mechanism(s) requiring that the mulch procured by the City or Direct Service Provider meets the land application standards specified in 14 CCR Section 18993.1, as it may be amended from time to time.

4. When Procurement of Recovered Organic Waste Products occurs through a Direct Service Provider, enter into a written contract or agreement or execute a purchase order with enforceable provisions that includes: (i) definitions and specifications for SB 1383 Eligible Mulch, Compost, Renewable Gas, and/or Electricity procured from Biomass Conversion; and, (ii) an enforcement mechanism (e.g., termination, liquidated damages) in the event the Direct Service Provider is not compliant with the requirements.

B. Renewable Gas procurement (used for fuel for transportation, electricity, or heating applications). For Renewable Gas procurement, City shall:

1. Procure Renewable Gas made from recovered Organic Waste for transportation fuel, electricity, and heating applications to the degree that it is appropriate and available for the City and to help meet the Annual Recovered Organic Waste Product Procurement Target, which requires compliance with criteria specified in 14 CCR Section 18993.1.

2. Keep records in the same manner indicated in Section 3.2.A.3 for the amount of Renewable Gas procured and used by the City, including the general procurement record information specified in Section 3.2.A.3.a, and submit records on a schedule determined by the City’s Recordkeeping Designee. City shall additionally obtain the documentation and submit records specified in Section 3.2.B.3 below, if applicable.

3. If the City procures Renewable Gas from a POTW,
a. Annually verify that the Renewable Gas from the POTW complies with the requirements specified in 14 CCR Section 18993.1(h), including, but not limited to the exclusion in 14 CCR Section 17896.6(a)(1) and the items listed in this Section 3.2.B.3. b. Annually receive a record from the POTW documenting the tons of Organic Waste received by the POTW from: (i) a compostable material handling operation or facility as defined in 14 CCR Section 17852(a)(12), other than a chipping and grinding operation or facility as defined in 14 CCR Section 17852(a)(10), that is permitted or authorized under 14 CCR Division 7; (ii) transfer/processing facility or transfer/processing operation as defined in 14 CCR Sections 17402(a)(30) and (31), respectively, that is permitted or authorized under 14 CCR Division 7; or (iii) a solid waste landfill as defined in Public Resources Code Section 40195.1 that is permitted under 27 CCR Division 2.
c. Annually receive documentation from the POTW of the percentage of biosolids that the POTW produced and transported to activities that constitute landfill disposal in order to demonstrate that the POTW transported less than twenty-five percent (25%) of the biosolids it produced to activities that constitute landfill disposal. For the purposes of this Policy, landfill disposal is defined pursuant to 14 CCR Section 18983.1(a) and includes final disposition at a landfill; use of material as alternative daily cover or alternative intermediate cover at a landfill, and other dispositions not listed in 14 CCR Section 18983.1(b). Alternative daily cover or alternative intermediate cover are defined in 27 CCR Sections 20690 and 20700, respectively. d. Annually receive documentation that the POTW receives vehicletransported solid waste that is an anaerobically digestible material for the purpose of anaerobic co-digestion with POTW treatment plant wastewater to demonstrate that the POTW meets the requirement of 14 CCR Section 18993.1(h)(2).
e. City shall submit these records to the Recordkeeping Designee on a schedule determined by the Recordkeeping Designee.

C. Electricity Procured from Biomass Conversion. For Electricity Procured from Biomass Conversion, City shall:

1. Procure electricity from a biomass conversion facility that receives feedstock from a composting facility, transfer/processing facility, a solid waste landfill, and/or receives feedstock from the generator or employees on behalf of the generator of the Organic Waste and to the degree that it is available and practicable for the City and to help meet the Annual Recovered Organic Waste Product Procurement Target, which requires compliance with criteria specified in 14 CCR Section 18993.1.

2. Maintain records and conduct the following recordkeeping activities:
a. Keep records in the same manner indicated in Section 3.2.A.3 of this Policy for the amount of Electricity Procured from Biomass Conversion facilities, including the general procurement record information specified in Section 3.2.A.3.a.
b. Receive written notification by an authorized representative of the biomass conversion facility certifying that biomass feedstock was received from a permitted solid waste facility identified in 14 CCR Section 18993.1(i).
c. Provide these records to the Recordkeeping Designee.

3.3 Requirements for Direct Service Providers
A. Direct Service Providers of landscaping maintenance, renovation, and construction shall:

1. Use Compost and SB 1383 Eligible Mulch, as practicable, produced from recovered Organic Waste, as defined in Section 2.B and 2.R of this Policy, for all landscaping renovations, construction, or maintenance performed for the City, whenever available, and capable of meeting quality standards and criteria specified. SB 1383 Eligible Mulch used for land application shall comply with 14 CCR, Division 7, Chapter 12, Article 12 and must meet or exceed the physical contamination, maximum metal concentration and pathogen density standards specified in 14 CCR Section
17852(a)(24.5)(A)(1) through (3).

2. If Direct Service Provider is subject to one of the following, whichever is more stringent: (i) the locally-adopted WELO that is more stringent than the State’s MWELO, or (ii) Sections 492.6 (a)(3)(B), (C), (D), and (G) of the State’s MWELO, Title 23, Division 2, Chapter 2.7 of the CCR, as amended September 15, 2015, which requires the submittal of a landscape design plan with a “Soil Preparation, Mulch, and Amendments Section” to include the following:
a. For landscape installations, Compost at a rate of a minimum of 4 cubic yards per 1,000 square feet of permeable area shall be incorporated to a depth of six (6) inches into the soil. Soils with greater than six percent (6%) organic matter in the top six (6) inches of soil are exempt from adding Compost and tilling.
b. Apply a minimum three- (3-) inch layer of mulch on all exposed soil surfaces of planting areas except in turf areas, creeping or rooting groundcovers, or direct seeding applications where mulch is contraindicated. To provide habitat for beneficial insects and other wildlife, leave up to five percent (5%) of the landscape area without mulch. Designated insect habitat must be included in the landscape design plan as such.
c. Procure organic mulch materials made from recycled or postconsumer materials rather than inorganic materials or virgin forest products unless the recycled post-consumer organic products are not locally available. Organic mulches are not required where prohibited by local Fuel Modification Plan Guidelines or other applicable local ordinances.
d. For all mulch that is land applied, procure SB 1383 Eligible Mulch that meets or exceeds the physical contamination, maximum metal concentration, and pathogen density standards for land applications specified in 14 CCR Section 17852(a)(24.5)(A)(1) through (3).

3. Keep and provide records of Procurement of Recovered Organic Waste Products (either through purchase or acquisition) to Recordkeeping Designee, upon completion of projects. Information to be provided shall include:
a. General description of how and where the product was used and if applicable, applied;
b. Source of product, including name, physical location, and contact information for each entity, operation, or facility from whom the Recovered Organic Waste Products were procured;
c. Type of product;
d. Quantity of each product; and,
e. Invoice or other record demonstrating purchase or procurement.

B. Renewable Gas procurement by Direct Service Providers

1. Direct Service Providers transporting solid waste, organic materials, and/or recyclable materials shall procure Renewable Gas if required to do so in RFPs and RFQs released by the City for such services or as required by permit, license, written agreement, or written contract with the City.

2. If Renewable Gas made from recovered Organic Waste is used by Direct Service Providers, Direct Service Providers shall submit information listed in Section 3.3.B.2.a-e on a schedule to be determined by City, but not less than annually to the Recordkeeping Designee.

3. Renewable Gas used by Direct Service Providers under Sections 3.3.A and

3.3.B shall comply with criteria specified in 14 CCR Section 18993.1.

SECTION 4. RECYCLED-CONTENT PAPER PROCUREMENT

4.1 Requirements for City Departments
A. If fitness and quality of Recycled-Content Paper Products and Recycled-Content Printing and Writing Paper are equal to that of non-recycled items, all departments and divisions of City shall purchase Recycled-Content Paper Products and Recycled-Content Printing and Writing Paper that consists of at least thirty percent (30%), by fiber weight, postconsumer fiber, whenever available at the same or a lesser total cost than non-recycled items, consistent with the requirements of the Public Contracts Code, Sections 22150 through 22154 and Sections 12200 and 12209, as amended.

B. All Paper Products and Printing and Writing Paper shall be eligible to be labeled with an unqualified recyclable label as defined in Title 16 Code of Federal Regulations Section 260.12 (2013). Other required criteria for the provision of Recycled-Content Paper Products and/or Recycled-Content Printing and Writing Paper is included in Section 4.2 below.

C. Provide records to the Recordkeeping Designee of all Paper Products and Printing and Writing Paper purchases within thirty (30) days of purchase (both recycledcontent and non-recycled content, if any is purchased) made by a division or department or employee of the City. Records shall include a copy of the invoice or other documentation of purchase, written certifications as required in Section

4.2.A.3-4 for recycled-content purchases, vendor name, purchaser name, quantity purchased, date purchased, and recycled content (including products that contain none), and if non-Recycled-Content Paper Products and/or non-Recycled-Content Printing and Writing Paper are provided, include a description of why Recycled- Content Paper Products and/or Recycled-Content Printing and Writing Paper were not provided.

4.2 Requirements for Vendors
A. All vendors that provide Paper Products (including janitorial Paper Products) and Printing and Writing Paper to City shall:

1. Provide Recycled-Content Paper Products and Recycled-Content Printing and Writing Paper that consists of at least thirty percent (30%), by fiber weight, postconsumer fiber, if fitness and quality are equal to that of nonrecycled item and available at equal or lesser price.

2. Only provide Paper Products and Printing and Writing Papers that meet Federal Trade Commission Recyclability standard as defined in Title 16 Code of Federal Regulations Section 260.12 (2013).

3. Certify in writing, under penalty of perjury, the minimum percentage of postconsumer material in the Paper Products and Printing and Writing Paper offered or sold to the City. This certification requirement may be waived if the percentage of postconsumer material in the Paper Products, Printing and Writing Paper, or both can be verified by a product label, catalog, invoice, or a manufacturer or vendor internet website.

4. Certify in writing, under penalty of perjury, that the Paper Products and Printing and Writing Paper offered or sold to the City is eligible to be labeled with an unqualified recyclable label as defined in Title 16 Code of Federal Regulations Section 260.12 (2013).

5. Provide records to the Recordkeeping Designee of all Paper Products and Printing and Writing Paper purchased from the vendor within thirty (30) days of purchase (both recycled-content and non-recycled content, if any is purchased) made by a division or department or employee of the City.

Records shall include a copy of the invoice or other documentation of purchase, written certifications as required in Section 4.2.A.3-4 for recycledcontent purchases, purchaser name, quantity purchased, date purchased, and recycled content (including products that contain none), and if nonRecycled-Content Paper Products and/or non- Recycled-Content Printing and Writing Paper are provided, include a description of why RecycledContent Paper Products and/or Recycled-Content Printing and Writing Paper were not provided.

B. All vendors providing printing services to the City via a printing contract or written agreement, shall use Printing and Writing Paper that consists of at least thirty percent (30%), by fiber weight, postconsumer fiber, or as amended by Public Contract Code Section 12209.

SECTION 5. RECORDKEEPING RESPONSIBILITIES
A. The Purchasing Department will be the responsible department and will select an employee to act as the Recordkeeping Designee that will be responsible for obtaining records pertaining to Procurement of Recovered Organic Waste Products and Recycled-Content Paper Products and Recycled-Content Printing and Writing Paper.

B. The Recordkeeping Designee will do the following to track Procurement of Recovered Organic Waste Products, Recycled-Content Paper Products, and Recycled-Content Printing and Writing Paper:

1. Collect and collate copies of invoices or receipts (paper or electronic) or other proof of purchase that describe the procurement of Printing and Writing Paper and Paper Products, including the volume and type of all paper purchases; and, copies of certifications and other required verifications from all departments and/or divisions procuring Paper Products and Printing and Writing Paper (whether or not they contain recycled content) and/or from the vendors providing Printing and Writing Paper and Paper Products. These records must be kept as part of City’s documentation of its compliance with 14 CCR Section 18993.3.

2. Collect and collate copies of invoices or receipts or documentation evidencing procurement from all departments and divisions procuring Recovered Organic Waste Products and invoices or similar records from vendors/contractors/others procuring Recovered Organic Waste Products on behalf of the City to develop evidence of City meeting its Annual Recovered Organic Waste Product Procurement Target. These records must be kept as part of the City’s documentation of its compliance with 14 CCR Section 18993.1.

3. Collect, collate, and maintain documentation submitted by the City, Direct Service Providers, and/or vendors, including the information reported to the Recordkeeping Designee in accordance with Sections 3.2.A.3, 3.2.B.2,

3.2.C.2, 3.3.A.3, 3.3.B.2, 3.3.C.3, 4.1.C, and 4.2.A.5.

4. Compile an annual report on the City’s direct procurement, and vendor/other procurement on behalf of the City, of Recovered Organic Waste Products, Recycled-Content Paper Products, and Recycled-Content Printing and Writing Paper, consistent with the recordkeeping requirements contained in 14 CCR Section 18993.2 for the Annual Recovered Organic Waste Product Procurement Target and 14 CCR Section 18993.4 for Recycled-Content Paper Products and Recycled-Content Printing and Writing Paper procurement. This report shall be made available to the City’s responsible entity for compiling the annual report to be submitted to CalRecycle (which will include a description of compliance on many other SB 1383 regulatory requirements) pursuant to 14 CCR Division 7, Chapter 12, Article 13. The procurement report shall also be shared with the Public Works Director on an annual basis, no later than March 31st, to assist in the City’s annual reporting of compliance to CalRecycle of its successor agency.

SECTION 6. EFFECTIVE DATE OF POLICY
This Policy shall go into effect October 13, 2026.

CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 4.

FROM: Nick Mangkalakiri, Director of Public Works
DATE: 10/13/2026
SUBJECT: Amend Contract with Great Scott Tree Services, Inc.

RECOMMENDATION

1. Approve Amendment No. 1 to the City's agreement with Great Scott Tree Services, Inc., to increase the annual contract amount to $350,000; and

2. Adopt a resolution approving a budget amendment for the fiscal year commencing July 1, 2026, and ending June 30, 2027.

DISCUSSION
The Public Works Department contracts for citywide tree-trimming services within the public right-of-way and park areas. In 2023, the City Council approved a three-year contract with Great Scott Tree Services, Inc. (Great Scott), with three optional one-year extensions.

Staff recently identified a need for additional pruning along the landscape berm adjacent to the Stanton Channel in the City's Business District due to restricted root growth space. As a result, the trees require pruning beyond the scope and funding of the current annual contract. Great Scott provided a quote of $51,750 to complete the additional pruning.

Staff also recommends increasing the contract's Not-to-Exceed amount to provide funding for emergency tree care in response to anticipated storms. Forecasted El Niño conditions may increase the likelihood of fallen trees, downed limbs, and other hazards within the public right-of-way and parks. Having funding in place would allow the City to respond quickly to these conditions and urgent tree-related hazards.

Increasing the annual contract amount from $275,000 to $350,000 would cover the additional berm pruning and provide approximately $23,250 for urgent tree care response through the remainder of the current fiscal year. Great Scott would continue to perform under the existing contract terms, conditions, and unit pricing. The proposed Amendment would only increase the contract’s Not-to-Exceed amount.

BUDGET IMPACT
The Citywide Tree Services Contract is currently funded through the Public Works operating budget. The additional berm pruning will be funded using available fund balance in the Corporate Center Maintenance District No. 1 Fund and is included in the attached resolution to amend the budget. Public Works’ available contingency funding will be used on an as-needed basis for the additional emergency tree care, in an amount not to exceed $23,250.

Current Contract Annual Not-to-Exceed Amount $275,000
Proposed Increase for Berm Pruning $51,750
Proposed Increase for Emergency Response Tree Services $23,250 Total Proposed Increase $75,000
LEGAL REVIEW
The City Attorney has reviewed and approved the Amendment as to form.

APPROVED BY: Shannon DeLong, City Manager
Attachments
Contract Amendment No 1
Resolution

FIRST AMENDMENT TO CONTRACT AGREEMENT BETWEEN THE CITY OF CYPRESS AND GREAT SCOTT TREE SERVICES, INC.

This FIRST AMENDMENT to CONTRACT AGREEMENT BETWEEN THE
CITY OF CYPRESS AND GREAT SCOTT TREE SERVICES, INC. (“First Amendment”) is made and entered into this ____ day of October, 2026, by and between the CITY OF CYPRESS, a charter city & municipal corporation (“City”), and GREAT SCOTT TREE SERVIES, INC., a __________ corporation (“Contractor”).

RECITALS
A. City and Contractor entered into that certain Contract Agreement, dated June 26, 2023, (“Agreement”) providing Professional Tree Care Services.

B. City exercised first option year of the Agreement on May 25, 2026.

C. City and Contractor now desire to amend the Agreement, as amended, as set forth herein for additional work in the amount of $75,000, for a total contract amount of $350,000.

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

AMENDMENT
SECTION 1. Contract Changes. The Agreement is amended as provided herein:

Article 2, Compensation and Method of Payment, Section 2.1 Contract Sum shall be amended by adding the following items in Bold and Underline as follows:
“Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total annual compensation, including reimbursement for actual expenses, shall not exceed three hundred fifty thousand dollars ($350,000) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.” SECTION 2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 1 to the Agreement.

SECTION 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Contractor each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation.

Contractor represents and warrants to City that, as of the date of this Amendment No. 1, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

City represents and warrants to Contractor that, as of the date of this Amendment No. 1, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

SECTION 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1.

SECTION 5. Authority. The persons executing this Amendment No. 1 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 1, and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said party is bound.

SECTION 6. Counterparts. This Amendment No. 1 may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital.

All such counterparts shall together constitute but one and the same Amendment No.

1. SECTION 7. Incorporation of Recitals. The recitals stated above are hereby incorporated by reference and made a part of this Agreement as if fully restated herein.IN WITNESS WHEREOF, the parties hereto have executed and entered into this Amendment No. 1 as of the date first above written.

CITY:

CITY OF CYPRESS,
a municipal corporation
City Manager
ATTEST:

CONTRACTOR:

GREAT SCOTT TREE SERVICES,
INC.

By:

Title:

City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER,
LLP
By:

Title:
(Agreement cannot be accepted
from corporations without signatures
from 2 corporate officers)
City Attorney
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CYPRESS, ALSO

ACTING AS THE EX OFFICIO GOVERNING BOARD OF DIRECTORS OF THE

CYPRESS RECREATION AND PARK DISTRICT, APPROVING A BUDGET AMENDMENT FOR THE FISCAL YEAR COMMENCING JULY 1, 2026 AND ENDING JUNE 30, 2027 (ADDITIONAL BERM PRUNING).

WHEREAS, at its special meeting on May 13, 2026, the City Council received and filed the Fiscal Year 2026-27 Proposed Budget and Capital Improvement Program, provided direction regarding the Decision Package, and scheduled the budget for consideration at the June 9, 2026, City Council meeting; and WHEREAS, the City Manager submitted to the City Council a proposed budget for Fiscal Year 2026-27 in compliance with Section 1001 of the City Charter; and WHEREAS, on June 9, 2026, the City Council adopted a budget for the 2026-2027 Fiscal Year; and
WHEREAS, amendments must periodically be made to the budget to conform to changed circumstances following adoption of the budget.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY

OF CYPRESS, ALSO ACTING AS THE EX OFFICIO GOVERNING BOARD OF DIRECTORS OF THE CYPRESS RECREATION AND PARK DISTRICT:

SECTION 1. The City Council hereby approves Budget Amendment No. 2027-07, attached hereto as Attachment A, for Fiscal Year 2026-27.

SECTION 2. The City Clerk shall certify to the adoption of this resolution and shall enter the same in the book of original resolutions and it shall become effective immediately.

PASSED AND ADOPTED by the City Council of the City of Cypress at a regular meeting held on the 13th day of October, 2026.
_______________________________

MAYOR OF THE CITY OF CYPRESS
ATTEST:
___________________________________

CITY CLERK OF THE CITY OF CYPRESS
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
I, LISA BERGLUND, City Clerk of the City of Cypress, DO HEREBY CERTIFY that the foregoing Resolution was duly adopted at a regular meeting of the said City Council held on the 13th day of October, 2026, by the following roll call vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:
___________________________________

CITY CLERK OF THE CITY OF CYPRESS
Attachment A
City of Cypress
Fiscal Year 2026-27
Budget Amendment No. 2027-07
Additional Berm Pruning
Fund No. - Fund Name
Current
Budget
Proposed
Amendment
Amended
Budget
271 - Corp Cntr Maint Dist#1 Fund
Revenue 109,463 109,463
Expenditures 218,143 51,750 269,893
Net Change in Fund Balance -$108,680 -$51,750 -$160,430 CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 5.

FROM: Jeff Draper, Director of Recreation and Community Services DATE: 10/13/2026
SUBJECT: Award RFP for Audiovisual Technology Design and Implementation Services for the Recreation and Community Services Department

RECOMMENDATION

1. Award Request for Proposals (“RFP”) for Audiovisual Technology Design and Implementation Services for the Recreation and Community Services Department to Western Audio Visual in the amount of $130,166, and authorize a contingency of $13,167, and

2. Authorize the City Manager to execute an agreement with Western Audio Visual, and

3. Authorize the City Manager to approve change orders and amendments to the agreement, provided that Western Audio Visual total compensation does not exceed $143,333, and

4. Adopt a resolution approving a budget amendment for the fiscal year commencing July 1, 2026, and ending June 30, 2027.

DISCUSSION
The City Council's Technology Master Plan calls for enhancements to the Community Center and Senior Center audio visual systems. The typical life expectancy of audio visual equipment is eight to ten years but can vary based on new technology and facility needs.

Investment to sustain and enhance the City’s technology infrastructure is essential to ensure Cypress remains prepared to address future operational needs and technological advancements.

The Community Center received audio/visual system enhancements for the Grand Ballroom and Community Room in 2021. The enhancements addressed operational failures and added additional audio visual capabilities including the ability to create zones for each room. The recommended audio visual enhancements will make minor upgrades to the Grand Ballroom and Lobby while adding audio visual capabilities to the Dance Studio the Grand Ballroom and Lobby while adding audio visual capabilities to the Dance Studio and Arts & Crafts Room. Highlights of the system enhancements include:

Installation of a projector in Ballroom B,
Add additional wireless microphones, docking stations, and device inputs to the Grand Ballroom,
Installation of display signage in the Lobby and Arts & Crafts Room, and Addition of audio visual capabilities in the Dance Studio and Arts & Crafts room including wireless microphones, Bluetooth interface, and a blu-ray player with wired streaming.

While the Senior Center received audio visual system enhancements to its Multi-Use Room in 2019 to replace equipment that was installed when the Senior Center was built in 1993, the system is no longer reliable, and staff uses a portable sound system for daily activities.

The recommended audio visual system enhancements will update equipment in the Multi-Use Room, Lobby, and Arts and Crafts Room to ensure a fully functional system.

Highlights of the system enhancements include:

Installation of a projector in the Multi-Use Room West, New HDMI and upgraded Video Graphics Array wall inputs in the Multi-Use Room, Ability to create zones for the Multi-Use Room,
Installation of display signage in the Lobby and the Arts and Crafts Room, and Audio equipment including wireless microphones and a blu-ray player with wired streaming in the Arts and Crafts room.

On March 2, 2026, the City released and advertised a Request for Proposals (RFP) on Planet Bids for Audiovisual Technology Design and Implementation Services for the Recreation and Community Services Department. The City received three (3) proposals by the submission deadline of April 17, 2026.

Staff reviewed all proposals to determine that submissions conformed to all the requirements in the RFP. Through a vigorous evaluation, all three (3) vendor proposals were ranked according to the following criteria:

Criteria Weight
Value 25%
Technology 25%
Completeness 25%
Experience 25%
Based on the evaluations, the review committee determined that the proposal from Western Audio Visual was ranked the highest.

No. Vendor Name Total Score
1 Western Audio Visual 196
2 EIDIM AV Technology 191
3 Golden Star Technology, Inc 170
Western Audio Visual has been providing turnkey audiovisual system solutions to the corporate, industrial, government and educational marketplace for over 30 years. With a team of 60 professionals, Western Audio Visual has provided the requested services to numerous municipal clients including Cypress’ City Council Chambers.

BUDGET IMPACT
The FY 2025-26 approved Capital Outlay budget includes $25,000 for AV System Enhancements at the Senior Center, $30,000 for AV System Enhancements at the Community Center. It is recommended to combine and carryover these amounts to be used for this project. An additional appropriation of $88,333 is required, and sufficient fund balance amounts are available in the Recreation and Park District Capital Replacement Fund to pay the overage. The overage is included in the attached resolution to amend the budget.

LEGAL REVIEW
The City Attorney's Office has reviewed the agreement.

APPROVED BY: Shannon DeLong, City Manager
Attachments
Agreement
Resolution
01004.0001 301445.13 3/27/2026

AGREEMENT FOR CONTRACT SERVICES
By and Between

CITY OF CYPRESS
and

WESTERN AUDIO VISUAL
01004.0001 301445.13 3/27/2026
-2-

AGREEMENT FOR CONTRACT SERVICES

BY AND BETWEEN THE CITY OF CYPRESS AND

WESTERN AUDIO VISUAL
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ____ day of ________, 2026 by and between the City of Cypress, a California municipal corporation (“City”) and Wester A/V DBA Western Audio Visual, a California corporation (“Contractor”). City and Contractor are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.

B. Contractor, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services.

C. Pursuant to the City of Cypress’s Charter and Municipal Code, City has authority to enter into and execute this Agreement.

D. The Parties desire to formalize the selection of Contractor for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder.

As a material inducement to the City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest 01004.0001 301445.13 3/27/2026
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professional standards” shall mean those standards of practice recognized by one or more firstclass firms performing similar work under similar circumstances.

1.2 Contractor’s Proposal.

The Scope of Service shall include the Contractor’s scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law.

Contractor shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered.

1.4 Licenses, Permits, Fees and Assessments.

Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.5 Familiarity with Work.

By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor’s risk until written instructions are received from the Contract Officer.

1.6 Care of Work.

The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence.
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1.7 Further Responsibilities of Parties.

Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.

1.8 Additional Services.

City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.9 Special Requirements.

Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed One Hundred Thirty Thousand One Hundred Sixty Five Dollars and Fifty Six Cents ($130,165.56) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.
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2.2 Method of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Contractor’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.

2.3 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City.

Coordination of the performance of the work with City is a critical component of the services. If Contractor is required to attend additional meetings to facilitate such coordination, Contractorshall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices.

Each month Contractor shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance.

By submitting an invoice for payment under this Agreement, Contractor is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Contractor shall not invoice City for any duplicate services performed by more than one person.

City shall independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Contractor to be paid within forty-five (45) days of receipt of Contractor’s correct and undisputed invoice; however, Contractor acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission. Review and payment by City for any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.5 Waiver.

Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.
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ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

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

3.2 Schedule of Performance.

Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractorshall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”).

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Contractor.

The following principals of Contractor (“Principals”) are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:
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(Name) (Title)
(Name) (Title)
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement.

Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. Additionally, Contractor shall utilize only competent personnel to perform services pursuant to this Agreement. Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Contractor shall notify City of any changes in Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Contractor.

Contractor shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Contractor, nor any of Contractor’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor may have to any such rights.

4.3 Contract Officer.

The Contract Officer shall be Adrian Smith, Information Technology Manager or such person as may be designated by the City Manager. It shall be the Contractor’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer.

Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Contractor.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except 01004.0001 301445.13 3/27/2026
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as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:
(a) General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit.
(b) Worker’s Compensation Insurance. A policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Contractor against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement.
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(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including “any auto” and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) Professional Liability. Professional liability insurance appropriate to the Contractor’s profession. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Contractor’s services or the termination of this Agreement.

During this additional 5-year period, Contractor shall annually and upon request of the City submit written evidence of this continuous coverage.
(e) Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

5.2 General Insurance Requirements.

All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Contractor’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention.

All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer.

No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice:
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CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

CANCELLED BEFORE THE EXPIRATION DATED THEREOF,
THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY

ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN.
[to be initialed] ______________
Contractor Initials
City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or any automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Contractor agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor’s activities or the activities of any person or persons for which the Contractor is otherwise responsible nor shall it limit the Contractor’s indemnification liabilities as provided in Section 5.3.

In the event the Contractorsubcontracts any portion of the work in compliance with Section

4.5 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City.

5.3 Indemnification.

To the full extent permitted by law, Contractor agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable (“indemnitors”), or arising from Contractor’s or indemnitors’ 01004.0001 301445.13 3/27/2026
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reckless or willful misconduct, or arising from Contractor’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorney’s fees incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorney’s fees.

Contractor shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Contractor shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Contractor in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Contractor and shall survive termination of this Agreement.

5.4 Sufficiency of Insurer.

Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager.
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ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Contractor’s business, custody of the books and records may be given to City, and access shall be provided by Contractor’s successor in interest. Notwithstanding the above, the Contractor shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports.

Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”), including any electronic documents and materials, prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City in a format of the City’s choice upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City’s sole risk and without liability to Contractor, and Contractor’s guarantee and warranties shall not extend to such use, reuse or assignment. Contractor may retain copies of such documents for its own use. Contractor 01004.0001 301445.13 3/27/2026
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shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Moreover, Contractor with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer.
(b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Contractor gives City notice of such court order or subpoena. (c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Contractor’s conduct. (d) Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District 01004.0001 301445.13 3/27/2026
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Court, venue shall lie exclusively in the Central District of California, in the County of Orange, State of California.

7.2 Disputes; Default.

In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default.

This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Contractor is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Contractor’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

7.3 Retention of Funds.

Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor’s acts or omissions in performing or failing to perform Contractor’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein.

7.4 Waiver.

Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement.

Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver.

Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

7.5 Rights and Remedies are Cumulative.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party 01004.0001 301445.13 3/27/2026
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of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

7.6 Legal Action.

In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Contractor shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement.

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon written notice to Contractor. In addition, the Contractor may terminate this Contract for cause, upon sixty (60) days’ advance written notice to City. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

7.8 Termination for Default of Contractor.

If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated.

7.9 Attorney’s Fees.

If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs 01004.0001 301445.13 3/27/2026
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the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor’s performance of services under this Agreement. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

8.3 Covenant Against Discrimination.

Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

8.4 Unauthorized Aliens.

Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorney’s fees, incurred by City. 01004.0001 301445.13 3/27/2026
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ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Cypress, 5275 Orange Avenue, Cypress, California 90630 and in the case of the Contractor, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation.

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

9.3 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

9.4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 01004.0001 301445.13 3/27/2026
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9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5.

Nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation, including but not limited to the Political Reform Act (Government Code Sections 81000, et seq.)
Contractor warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Contractor further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Contractor is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Contractor’s Authorized Initials _______

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

City of Cypress, a municipal corporation
_____________________________________
Shannon DeLong, City Manager
ATTEST:
____________________________________
Lisa Berglund, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
____________________________________
William Wynder, City Attorney
CONSULTANT:
___Western Audio Visual_________________
_____________________________________
By:
___________________________________
Name:

Title:

By:
___________________________________
Name:

Title:

Address: ______________________________
___________________________ _
____________________ _________
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES

SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY. 01004.0001 301445.13 3/27/2026

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF ORANGE
On __________, 2026 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: _____________________________________

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. 01004.0001 301445.13 3/27/2026

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: _____________________________________

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SCOPE OF SERVICES
The contractor will provide audiovisual technology design and implementation services for the City’s Community Center and Senior Center to install turnkey audiovisual technology enhancements for the Community Center’s Ballroom, Dance Studio, and Lobby and the Senior Center’s Multipurpose Room and Arts and Crafts Room. The project must include equipment and materials, whether specifically mentioned herein or not, to ensure a complete and operational system, including but not limited to audio/video switching and distribution; audio/video display and transmission systems; audio/video matrixing, audio/video zoning, audio/video control system, video display system, audio hardware, and necessary wiring.

The goals established for this project include:

Create or enhance a high quality, high definition, state-of-the-art audiovisual system to facilitate Community Center and Senior Center classes, activities, meetings, presentations, and rentals.

Create intuitive media friendly spaces that will facilitate audiovisual presentations for various activities of the Cypress Community Center and Senior Center, its entities, and civic groups. The design should be comprehensive and incorporate requested improvements to enhance the audio and video capabilities, and presentation displays.

Proposal Acceptance
After the City's acceptance of the proposal, the contractor shall submit technical specifications and photographs of specified equipment; wiring diagrams; installation/project timetables; interoperability specifications for equipment, lighting, sound, and software/hardware systems; design layout; and any and all specifications, designs, layouts, and other requirements related to the successful installation of the project defined herein.

Equipment Removal
The contractor shall disassemble, remove, relocate, package and/or accept as trade-in all existing AV equipment currently in use that is deemed unnecessary and in need of replacement. Credit will be given for trade-in equipment, when applicable.

Equipment Installation
The contractor shall provide and install equipment and any related accessories, cabling, and mounting kits specified and agreed to by the City as part of the project defined herein. Installation shall include acquisition, unpacking, mounting, installing, configuring, and integrating all equipment, hardware/software, materials, and supplies, and the removal of all packing materials and facility cleanup. Additionally, all equipment must be tested to ensure its usability for the purposes described herein.
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Installation Coordination
The contractor shall coordinate its installation and integration services to the satisfaction of City staff and with other contractors who may be working in City facilities in a related capacity at the time of installation and integration.

Electrical Conduits, Junction Boxes and Outlets
The contractor shall be responsible for connecting all equipment to existing electrical service and wiring/cabling, and providing and installing additional conduits, junction boxes, outlets, wiring, cabling and other materials and supplies necessary for completion of the project described herein.

All conduits, junction boxes, wiring, and cable installed by the contractor shall not be exposed to view unless approved by the City. All electrical work related to this project shall be performed by a licensed electrician and shall be properly inspected.

Computers/Components
The contractor must include computer/component specifications. The City reserves the right to purchase all computers/components required for the completion of the project and will purchase based on specifications or better.

Project Completion
The contractor shall substantially complete the requirements of this project by a date mutually agreed upon by the contractor and the City. The contractor shall provide a full one-year warranty on the entire system and work as indicated to commence on completion and delivery of the finished project to the City.

System Acceptance Tests
System acceptance tests shall not be performed until the initial system checkout, and the initial testing and tuning have been completed by the contractor. The system acceptance tests consist of the following:
• Take a physical inventory of equipment on site.
• Demonstrate the operation of system equipment.
• Perform both subjective and objective tests to determine compliance with the specifications.
• Provide test equipment specified for these tests.
• Provide final “as built” drawings, run sheets, manuals, and other required documents as detailed.

If the need for further adjustments becomes evident during the demonstration and testing, work will continue until the installation operates properly. If acceptance of the system is delayed because of defective equipment or because the equipment does not fulfill this specification, the contractor 01004.0001 301445.13 3/27/2026 A-3
shall reimburse the City for time and expenses for these tests during extensions of the acceptance testing period.

The control system and digital signal processing programmers (if they are not the same person) shall attend at least one regular City Community Center event to judge the performance of the systems. If corrective action is required, the changes should be made as appropriate, and then the person(s) shall attend the next event to confirm proper system performance.

Documentation
• Drawings: All electronic drawings shall be original drawings by the contractor. • Prior to Assembly and Installation:
• Provide system functional drawings for video, audio, and control systems, including equipment names and model numbers. Label each item of equipment shown on the drawing with the manufacturer's terminal number or input/output designation. Show all connectors on each piece of equipment even if they are not used. Clearly show at each terminal point, the type of connector to be used and include typical wiring details of each connector. Note where shields are connected and where they will float to ensure the integrity of the grounding system. Call out wire types and color codes where appropriate. Assign wire numbers to every wire in the drawing.
• Provide proposed touch screen display layouts for the remote-control systems, submitted in JPG file format and hard copy to be reviewed by and approved by the City before the processor code is written. Provide a general description of the function of each element of each page.
• Drawings should include panels, plates and designation strips with details and samples relating to terminology, engraving, finish, and color. • Provide scaled equipment rack drawings with rack elevations and proposed labeling. Labeling on the functional diagrams, rack elevations, and the equipment controls shall be consistent and uniform.
• Provide full scale drawings of custom plates and panels indicating exact lettering, critical dimensions, and finish.
• Provide a list of test equipment including manufacturer, description, and model number of equipment that is expected to be employed in the test and adjustment of the specified systems.
01004.0001 301445.13 3/27/2026 A-4
• At Completion of Installation:
• Provide written notification to the city when initial checkout is complete, normal settings are documented, as-built and operational documentation is complete, and systems are available for final acceptance tests.
• Submit a system operation and maintenance manual. Assume the reader of this manual to be technically competent, but unfamiliar with this facility. • Describe typical procedures necessary to activate each system to provide for the functional requirements as listed in the Audiovisual Technology Enhancement Objectives section of the RFP. Include operation descriptions for non-technical operators for system power on/off, source selection, volume control, lighting selection, etc.
• Include normal settings for equalizer, amplifier, signal processing, and useroperated controls (as established during system check-out) in tabular or pictorial form.
• Provide a recommended maintenance schedule with reference to the applicable pages in the manufacturer’s maintenance manuals. Where inadequate information is provided by the manufacturer, provide the information necessary for proper maintenance.
• Provide a list of necessary and recommended replacement parts for a normal maintenance period of one year.
• Submit equipment manufacturer’s operation and maintenance manuals for each piece of equipment.
• Submit “as-built” drawings. Provide reduced size but readable as-built functional diagrams for the complete system. Frame with acrylic cover, or laminate drawings, and mount on a location as directed by the city.

Training
The contractor shall provide on-the-job training by a suitably qualified instructor to City personnel in the complete operation and maintenance of the installed AV systems. The contractor shall arrange for competent instruction at no additional cost in the event qualified instructors are not available on contractor’s staff for certain sophisticated equipment. The first training course will be scheduled after the systems are operational. As required by City staff, up to two (2) additional training sessions shall be provided during the one-year period after the date of acceptance of the installed system. Training shall be scheduled to accommodate City staff's schedules.
01004.0001 301445.13 3/27/2026 A-5
Community Center Audiovisual Enhancement Objectives
System Enhancements (Grand Ballroom)
• Replace Ballroom “B” ceiling mounted projector with a “like” projector matching projectors installed in Ballroom “A” and Garden Room.
• Add three additional handheld microphones to system to allow for combined or separate use of at least two microphones per zone simultaneously. • Ensure proper wireless coverage of all microphones in every zone. • Replace video confidence monitor(s) in AV rack for each zone.

Room Enhancements
• Lobby
o Install a 70” display in the lobby behind reception desk to include network connectivity and digital signage software that can be updated remotely. o Not to be connected to Grand Ballroom system.
• Dance Studio
o Replace audio amplifier/mixer with a new “like” model. o Add auxiliary and Bluetooth input capability.
o Replace wireless microphone system to include (1) handheld and (1) lapel microphone.
o Evaluate speakers for condition and possible replacement. o Not to be connected to Grand Ballroom system.
• Arts and Crafts Room
o Install a 70” display in this room on the north wall. o Install amplifier/mixer.
o Install ceiling speakers.
o Install wireless microphone system to include (1) handheld and (1) lapel microphone.
o Install combo DVD player, Bluetooth, 3.5mm aux source appliance. o Audiovisual wiring of display to DVD player and amplifier/mixer. o Install audio wall plate near cabinetry for volume control and source input (HDMI). o Not to be connected to Grand Ballroom system.
01004.0001 301445.13 3/27/2026 A-6
Senior Center Audiovisual Enhancement Objectives
System Enhancements (Multipurpose Room)
• Install a ceiling mounted projector in “Side A” with a “like” projector matching projector installed in “Side B”.
• Install audiovisual wall plate on north wall for volume control and source input (HDMI) of “Side A”.
• Diagnose and/or replace wireless microphone system for proper coverage and quality sound.
• Diagnose and/or replace ceiling mounted speakers for proper quality sound. • Diagnose and/or replace system control for proper functionality. • Add new “Side A” projector to system for proper zoning of audio visual to allow for separate and combined audiovisual of “Side A” and “Side B”.

Room Enhancements
• Lobby
o Install a display outside the multipurpose room between “Side A” and “Side B” to include network connectivity and digital signage software that can be updated remotely.
o Not to be connected to Multipurpose Room system.
• Arts and Crafts Room
o Install a 70” display in this room on the north wall. o Install amplifier/mixer.
o Install ceiling speakers.
o Install wireless microphone system with (1) handheld microphone and (1) lapel microphone.
o Install combo DVD player, Bluetooth, 3.5mm aux source appliance. o Audiovisual wiring of display to DVD player and amplifier/mixer. o Install audio wall plate near cabinetry for volume control and source input (HDMI). o Not to be connected to Multipurpose Room system.
01004.0001 301445.13 3/27/2026 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
I. The title of Article 5 shall read as follows:
“INSURANCE, INDEMNIFICATION, AND BONDS”
II. Section 5.1(d) shall be amended to read as follows:
“Professional Liability. Professional liability insurance appropriate to the provision of design services. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement.

The insurance must be maintained for at least 5 consecutive years following the completion of Contractor’s services or the termination of this Agreement. During this additional 5-year period, Contractor shall annually and upon request of the City submit written evidence of this continuous coverage.”
III. Section 5.4 shall be amended to read as follows:
“Performance Bond. Concurrently with execution of this
Agreement, Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement, unless such requirement is waived by the Contract Officer. The bond shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his or her power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement.”
IV. Section 5.5 shall be added as follows:
“Sufficiency of Insurer or Surety. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best’s Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City due to unique circumstances. In the event the Risk Manager of City ("Risk Manager") determines that the work or services to be performed under this Agreement creates an increased 01004.0001 301445.13 3/27/2026 B-2
or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the Risk Manager; provided that the Contractor shall have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of City within 10 days of receipt of notice from the Risk Manager.” V. Section 5.6 shall be added as follows:
“Payment Bond for contracts over $25,000.¬ Concurrently with the execution of their Agreement, if the contract sum specified in Section 2.1 of this Agreement is in excess of twenty-five thousand dollars ($25,000), Contractor shall deliver to City a payment bond in the sum specified below, in the form provided by the City Clerk, which secures payments to subcontractors and suppliers in the event of default by Contractor. The payment bond shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The payment bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor completely and faithfully pays all subcontractors and suppliers that have been approved in writing pursuant to Section 4.3 of this Agreement to perform in whole or part the services required herein.

The payment bond shall be in a sum not less than that
prescribed by law under California Civil Code § 3248, such that the bond shall be in the sum of:
(a) One hundred percent (100%) of the total amount
payable by the terms of this Agreement if the total
amount payable does not equal or exceed five million
dollars ($5,000,000); or
(b) Fifty percent (50%) of the total amount payable by
the terms of this Agreement if the total amount
payable is not less than five million dollars
($5,000,000) and does not exceed ten million dollars
($10,000,000); or
(c) Twenty five percent (25%) of the total amount
payable by the terms of this Agreement if the
Agreement exceeds ten million dollars
($10,000,000).
01004.0001 301445.13 3/27/2026 B-3
If Contractor is the provider of architectural,
engineering, and land surveying services pursuant to
an existing contract with City for a public work,
Contractor shall not be required to post or deliver a
payment bond. Further, if the sum of the payment
bond as required under California Civil Code § 3248
is different than the sum required under this
Agreement, the sum specified in California Civil
Code § 3248 is controlling.

VI. Section 5.7 shall be added as follows:
“Sufficiency of Insurer or Surety for Payment Bond. If Contractor must deliver a payment bond pursuant to Section 5.5 of this Agreement, Contractor shall deliver, concurrently with the execution of this Agreement and delivery of said payment bond, to City the following documents:
(a) A certified copy of the Certificate of Authority of the Insurer or Surety issued by the Insurance
Commissioner, which authorizes the Insurer or
Surety to transact insurance in the State of
California;
(b) A certificate from the Clerk of the County of Orange that the Certificate of Authority of the Insure or
Surety has not been surrendered, revoked, canceled,
annulled, or suspended; or, in the event the
Certificate of Authority of the Insurer or Surety has
been suspended, that renewed authority has been
granted; and
(c) True and correct copies of the Insurer’s or Surety’s most recent annual statement and quarterly statement
filed with the Department of Insurance.

Failure of Contractor to deliver these documents by
the time of execution of this Agreement shall
require City to refrain from entering the Agreement,
as Contractor will be deemed to have failed to
ensure the sufficiency of the Insurer or Surety to the
satisfaction of City, as required by the provisions of
the Bond and Undertaking Law, Code of Civil
Procedure § 995.660.”
01004.0001 301445.13 3/27/2026 C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
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RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CYPRESS, ALSO

ACTING AS THE EX OFFICIO GOVERNING BOARD OF DIRECTORS OF THE

CYPRESS RECREATION AND PARK DISTRICT, APPROVING A BUDGET AMENDMENT FOR THE FISCAL YEAR COMMENCING JULY 1, 2026 AND ENDING JUNE 30, 2027 (CRPD AV SYSTEM ENHANCEMENTS).

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY

OF CYPRESS, ALSO ACTING AS THE EX OFFICIO GOVERNING BOARD OF DIRECTORS OF THE CYPRESS RECREATION AND PARK DISTRICT:

SECTION 1. The City Council hereby approves Budget Amendment No. 2027-08, attached hereto as Attachment A, for Fiscal Year 2026-27.

SECTION 2. The City Clerk shall certify to the adoption of this resolution and shall enter the same in the book of original resolutions and it shall become effective immediately.

PASSED AND ADOPTED by the City Council of the City of Cypress at a regular meeting held on the 13th day of October, 2026.
_______________________________

MAYOR OF THE CITY OF CYPRESS
ATTEST:
___________________________________

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:
___________________________________

CITY CLERK OF THE CITY OF CYPRESS
Attachment A
City of Cypress
Fiscal Year 2026-27
Budget Amendment No. 2027-08
CRPD AV System Enhancements
Fund No. - Fund Name
Current
Budget
Proposed
Amendment
Amended
Budget
725 - CRPD Capital Replacement Fund
Revenue 68,383 68,383
Expenditures 160,000 88,333 248,333
Net Change in Fund Balance -$91,617 -$88,333 -$179,950
CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 6.

FROM: Alicia Velasco, Director of Community Development DATE: 10/13/2026
SUBJECT: Hold a Public Hearing and Adopt a Resolution on Park Development Impact Fee Nexus Study and Fee Program Update

RECOMMENDATION
Take the following actions:

Introduce for first reading an Ordinance repealing Article VI and adding a new Article XII entitled “Park and Recreational Facilities Fees and Improvements” to Chapter 25 of the Cypress Municipal Code; and

1. Adopt the attached Resolution adopting the Park Development Impact Fee Nexus Study, updating the Quimby Act in-lieu fee, establishing a Park Development Impact Fee for new residential development, and amending the Master Fee Schedule to include both fees; and

2. Find that the proposed actions do not constitute a project subject to the California Environmental Quality Act pursuant to Section 15378(b)(4) of the CEQA Guidelines.

3. DISCUSSION
Background
New residential development increases the demand for park and recreational facilities.

California law provides two separate frameworks through which cities may require new residential development to contribute toward the cost of providing those facilities.

The Quimby Act applies to residential subdivisions and allows the City to require the dedication of parkland, payment of a fee in lieu of dedication, or a combination of both. The Mitigation Fee Act allows the City to impose a park development impact fee on other residential development. Under both frameworks, the requirements must bear a reasonable and proportionate relationship to the demand created by the development.

The City’s current park fee is based on a Nexus Study completed in 2017. The City currently charges a flat Quimby Act fee of $23,421 per dwelling unit for residential subdivisions, regardless of unit size. Residential development that does not involve a subdivision is not currently subject to a park impact fee.

Effective January 1, 2022, Assembly Bill 602 established additional state requirements governing development impact fees. Before adopting or increasing an impact fee, a local agency must adopt a Nexus Study demonstrating a reasonable relationship between new residential development, the need for additional facilities, and the amount of the fee. The study must also identify planned improvements that may be funded with fee revenue and calculate residential fees in proportion to the square footage of the proposed units.

Because the City’s existing study predates these requirements and no fee currently applies to residential development outside the subdivision process, an updated Nexus Study is needed to support a revised park fee program.

Nexus Study
The City retained Willdan Financial Services to prepare the updated Park Development Impact Fee Nexus Study. The study evaluates the City’s existing park service levels, current land and park-improvement costs, and future park improvement projects. The updated study establishes the legal and financial basis for two separate fee programs:

1. A Quimby Act fee applicable to residential subdivisions; and

2. A Park Development Impact Fee applicable to other residential development.

A residential development would be subject to only one of the two fees.

The study determined that the maximum legally supportable fees are $23.44 per square foot for residential subdivisions and $17.41 per square foot for other residential development. Calculating the fees by square footage complies with current state requirements and more closely relates each fee to the size and anticipated occupancy of the residential unit.

The study incorporates 19 planned park projects from the City’s adopted Capital Improvement Program, with a total estimated cost exceeding $50 million, demonstrating a substantial need for future investment in park and recreational facilities that may be funded, in part, with fee revenue.

The City Council reviewed the Nexus Study at its August 25, 2026 workshop and directed staff to prepare the documents necessary to implement the maximum fee supported by the study. The proposed resolution therefore adopts the Nexus Study and establishes the supported maximum fees.

Ordinance Repealing Article VI and Adding a New Article XII Entitled “Park and Recreational Facilities Fees and Improvements”
The City’s existing Quimby Act ordinance was adopted in 1976 and last updated in 1991. It contains outdated provisions and references to state law and applies only to residential development involving a subdivision. It does not authorize a park impact fee for other residential development.

The attached ordinance repeals and replaces the existing ordinance with a comprehensive framework that reflects current state law and the updated Nexus Study. The proposed ordinance would:

Update references to state law and remove outdated provisions; Retain the City’s Quimby Act requirements for residential subdivisions; Establish a Park Development Impact Fee under the Mitigation Fee Act for residential development not subject to the Quimby Act requirements; Authorize the City Council to establish the fee amounts by resolution and include them in the City’s Master Fee Schedule, allowing future updates without amending the Municipal Code;
Establish January 1, 2027, as the effective date for the new fees, consistent with the required implementation period; and
Provide for both fees to be adjusted annually using the Construction Cost Index beginning July 1, 2028.

Together, these changes establish the legal framework for the City’s updated park fee programs, while the proposed resolution establishes the specific fee amounts, as discussed below.

Resolution Adopting the Proposed Fees
The proposed resolution adopts the Nexus Study and establishes the fee amounts supported by it. The resolution:

Adopts the Nexus Study and incorporates its findings;
Establishes a Quimby Act fee of $23.44 per square foot for residential subdivisions; Establishes a Park Development Impact Fee of $17.41 per square foot for other residential development;
Provides for annual adjustments to both fees based on the Construction Cost Index; Applies the fees only to the habitable gross square footage of new residential units and excludes garages, storage rooms, mechanical rooms, and other nonhabitable areas from the calculation; and
Limits each residential development to one of the two fees.

Together, the Nexus Study, ordinance, and fee resolution establish an updated park fee program that complies with state law and requires new residential development to contribute its proportionate share of the cost of park and recreational facilities needed to serve new residents.

CEQA
Staff recommends that the City Council find that adoption of the Nexus Study and fee resolution and introduction of the ordinance do not constitute a project subject to the California Environmental Quality Act pursuant to Section 15378(b)(4) of the CEQA Guidelines. These actions establish governmental funding mechanisms and do not commit the City to any specific park or recreational project that could result in a physical environmental impact. The City will conduct any required environmental review before approving a future park or recreational facility funded through these fees.

BUDGET IMPACT
Adoption of the ordinance and resolution will establish funding mechanisms for eligible future park and recreational improvements. The City will deposit the fee revenue into separate restricted accounts and use the revenue only for eligible park improvements identified in the Capital Improvement Program. The amount of revenue generated will depend on the timing, size, and type of future residential development.

LEGAL REVIEW
The City Attorney has reviewed and approved the draft ordinance and resolution.

APPROVED BY: Shannon DeLong, City Manager
Attachments
Park Fee Resolution, Nexus Study, and Fee Schedule
Draft Ordinance
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CYPRESS ADOPTING

THE PARK DEVELOPMENT IMPACT FEE NEXUS STUDY, UPDATING THE QUIMBY

ACT IN-LIEU FEE, ESTABLISHING A PARK DEVELOPMENT IMPACT FEE FOR NEW

RESIDENTIAL DEVELOPMENT, AND AMENDING THE MASTER FEE SCHEDULE

TO INCLUDE BOTH FEES
WHEREAS, the Mitigation Fee Act, codified at Government Code §§ 66000 et seq., authorizes the City to impose development impact fees on new development, and WHEREAS, the Quimby Act, Government Code § 66477, authorizes the City to require residential subdivisions to dedicate land for park and recreational purposes, pay a fee in lieu of dedicating land, or provide a combination of land and fees, and WHEREAS, Willdan Financial Services has prepared the Park Development Impact Fee Nexus Study, dated September 2026, attached hereto as Exhibit A and incorporated by this reference (“2026 Nexus Study”), and WHEREAS, the 2026 Nexus Study establishes two distinct park fee programs: (1) a Quimby Act fee applicable to residential subdivisions subject to the City’s parkland dedication and in-lieu fee requirements; and (2) a park development impact fee imposed pursuant to the Mitigation Fee Act on new residential development that is not subject to the City’s Quimby Act requirements, and
WHEREAS, the 2026 Nexus Study calculates the fees applicable to housing development projects proportionately to the square footage of the proposed dwelling units, consistent with Government Code § 66016.5, and
WHEREAS, the 2026 Nexus Study identifies: (1) the purpose of each fee; (2) the use to which each fee will be put; (3) the reasonable relationship between the use of each fee and the type of development on which it is imposed; (4) the reasonable relationship between the need for the public facilities and the type of development on which the fee is imposed; and (5) the reasonable relationship between the amount of each fee and the cost of the public facilities or portion of the public facilities attributable to the development on which the fee is imposed, and
WHEREAS, the City provided at least 30 days’ notice of the public hearing on the 2026 Nexus Study in accordance with Government Code § 66016.5 and complied with all other applicable notice and public-information requirements, including Government Code § 66019, and
WHEREAS, the City Council has reviewed and considered the 2026 Nexus Study, its appendices, the agenda report and attachments, written correspondence, and testimony received at the public hearing and finds that the record contains substantial evidence supporting adoption of the 2026 Nexus Study and the fees established by this Resolution.

Cypress City CouncilOctober 13, 2026

Cypress City Council
October 13, 2026