GSD-B Formal Product CPA - DPW (12-2023)
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FORMAL COOPERATIVE PURCHASE AGREEMENT
THIS AGREEMENT (Agreement) is made and entered into, effective on ______________________, by and between CITY OF FRESNO, a California municipal corporation (City), and KIS COMPUTER CENTER, a California Corporation (Vendor).
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and promises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows:
The Charter for the City allows for cooperative purchase agreements for materials, supplies, and equipment. The City may use another government agency’s agreement, as an exception to the competitive bid process. The Parties agree that the Vendor has entered a contract with California Multiple Award Schedule #3-18- 2443Q (Original Government Contract). The solicitation for the Original Government Contract is attached as Exhibit A.
Vendor’s Obligation. Vendor shall provide those services and carry out that work described in the Original Government Contract, which is attached hereto as Exhibit $ and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
City’s Obligation. City shall make to the Vendor those payments described in Exhibit A subject to all the terms and condition contained or incorporatedherein Notwithstanding the requirements that the Original Government Contract is fully binding on the Parties, the parties have agreed to modify certain non-material provisions of the Original Government Contract as applied to this Agreement between the Vendor and the City, as follows:
D
City’s Insurance and Indemnity provisions attached as Exhibit % E
Address change for the City: Notwithstanding the address and contract information for the government entity as set out in Exhibit $ the Vendor agrees that notices and invoices will be sent to:
City of Fresno
Attention: Armen Megerdichian
2600 Fresno St, Rm 2075
Fresno, CA 93721
Phone: (559) 621-7128
FAX: (XXX) XXX-XXXX
E-mail: [email protected]
c) Notwithstanding anything in Exhibit A to the contrary, this Agreement shall be governed by, and construed and enforced in accordance with , the laws of the State of California, excluding however, any conflict of laws rule which would apply the law of another jurisdiction.
GSD-B Formal Product CPA - DPW (12-2023)
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Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California.
d) All other provisions in the Original Government Contract are fully binding on the parties and will represent the agreement between the City and the Vendor.
5. The City Manager, or designee, is hereby authorized and directed to execute and implement this Agreement. The previous sentence is not intended to delegate any authority to the City Manager to administer the Agreement, any delegation of authority must be expressly included in the Agreement.
[Signatures follow on the next page.]
GSD-B Formal Product CPA - DPW (12-2023)
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above written.
CITY OF FRESNO,
a California municipal corporation
By:
Melissa Perales
Purchasing Manager
General Services Department
Date
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
By:
Deputy City Attorney
ATTEST:
TODD STERMER, 0MC
City Clerk
By:
Deputy
KIS COMPUTER CENTER, a California
Corporation
By:
Name:
Title:
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
By:
Name:
Title:
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
VENDOR:
KIS COMPUTER CENTER
Attention: Matt Eickmann
[41360 Osgood Road
Fremont, CA 94539
Phone: (510) 403-7500 E-
mail: [email protected]
Attachments:
Exhibit A - Original *RYHUQPHQW&RQWUDFW
Exhibit % - City’s Insurance and Indemnity
([KLELW&.,64XRWH
&KULVWLQH&&KDULWDU
EXHIBIT $
Original Government Contract
Procurement Division
This California Multiple Award Schedule (CMAS) provides for the purchase, warranty, and installation of hardware, hardware maintenance and repair services, software, software maintenance as a product, electronic commerce and subscription services, Infrastructure as a Service (IaaS), Platform as a Service (PaaS), Software as a Service (SaaS) and other cloud computing services. (See page 3 for the restrictions applicable to this CMAS.) 707 Third Street, 2nd Floor, MS #2-202
West Sacramento, CA 95605-2811
State of California
MULTIPLE AWARD SCHEDULE
Sable Computer Inc. doing business as
KIS Computer Center
CMAS NUMBER: 3-18-70-2443Q
SUPPLEMENT NUMBER: 2
CMAS TERM DATES: 02/09/2018 through 06/26/2027
CMAS CATEGORY: Information Te chnology Goods and Services
APPLICABLE
TERMS & CONDITIONS: January 20, 2022
MAXIMUM ORDER LIMIT:
State Agencies: See Purchasing Authority
Dollar Threshold provision
Local Government Agencies: Unlimited
FOR USE BY: State & Local Government Agencies
BASE SCHEDULE #: GS-35F-0511T
BASE SCHEDULE HOLDER: EC America, Inc.
This supplement is to extend this CMAS through 06/26/2027. In addition, this supplement replaces in its entirety the existing CMAS. The most current Ordering Instructions and Special Provisions, CMAS Terms and Conditions, and products and/or services are included herein. All purchase orders issued by State agencies shall incorporate these Ordering Instructions and Special Provisions, and CMAS Terms and Conditions. Review these provisions carefully as they have changed.
Original Signature on File Effective Date: 06/29/2022
Katelynne Leisenring, Program Analyst, California Multiple Award Schedules Unit
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
KIS COMPUTER CENTER
CMAS NO 3-18-70-2443Q, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 2
NOTICE: Products and/or services on this CMAS may be available on a Mandatory Statewide Contracts. If this is the case, the use of this CMAS is restricted unless the State agency has an approved exemption as explained in the Statewide Contract User Instructions. Information regarding Statewide Contracts can be obtained at the: Statewide Contract Index Listing (www.dgs.ca.gov/PD/About/Page-Content/PD-Branch-Intro-Accordion-List/Acquisitions/Statewide- Contracts). This requirement is not applicable to local government agencies.
Any reference to a specific manufacturer’s or publisher’s warranty or terms and conditions as shown in the base schedule are not applicable to this CMAS.
Buyers must verify that the CMAS vendor has a letter of authorization from the manufacturer or an authorized distributor for the sale of the products covered by this CMAS. Service specific letters of authorization from the manufacturer are required if the CMAS vendor is providing installation, maintenance, and repair services.
The services provided under this CMAS are only available in support of the products covered by this CMAS.
Agency non-compliance with the requirements may result in the loss of delegated authority to use the CMAS program.
CMAS contractor non-compliance with the requirements may result in termination.
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
KIS COMPUTER CENTER
CMAS NO 3-18-70-2443Q, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 3
CMAS PRODUCT & SERVICE CODES
Product & Service Codes listed below are for marketing purposes only. Review the base schedule for the products and/or services available.
Brand-Barracuda
Brand-Palo Alto Networks
Security-Email
Security-IT Hardware
Security-IT Network
Software
Software-Application
Software-Internet Security
Software-License Agreement
Software-Maintenance
Software-Virus Detection
AVAILABLE PRODUCTS AND/OR SERVICES
All of the products in the base schedule are available within the scope of this CMAS.
The ordering agency must verify all products and/or services are currently available on the base General Services Administration (GSA) schedule. Access the GSA eLibrary at www.gsaelibrary.gsa.gov.
EXCLUDED PRODUCTS AND/OR SERVICES
Software maintenance as a service, continuous diagnostics and mitigation tools, Information Technology (IT) consulting services, training courses, and order-level materials are not available under this CMAS.
ISSUE PURCHASE ORDER TO
Agency purchase orders must be sent to the following:
KIS Computer Center
48383 Fremont Blvd., Suite 122
Fremont, CA 94538
Attn: Sue Canevaro
E-mail: [email protected]
Agencies with questions regarding products and/or services may contact the CMAS contractor as follows:
Contact: Sue Canevaro
Phone: ( 510) 403-7557
E-mail: [email protected]
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
KIS COMPUTER CENTER
CMAS NO 3-18-70-2443Q, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 4
TOP 500 DELINQUENT TAXPAYERS
In accordance with Public Contract Code (PCC) 10295.4, and prior to placing an order for IT goods and/or services, agencies must verify with the Franchise Tax Board and the California Department of Tax and Fee Administration that this CMAS contractor’s name does not appear on either list of the 500 largest tax delinquencies pursuant to Revenue and Taxation Code 7063 or 19195. See next paragraph for information.
The Franchise Tax Board’s list of Top 500 Delinquent Taxpayers is available at www.ftb.ca.gov/about-ftb/newsroom/top-500-past-due-balances/index.html.
The California Department of Tax and Fee Administration’s list of Top 500 Sales & Use Tax Delinquencies in California is available at www.cdtfa.ca.gov/taxes-and-fees/top500.htm.
CALIFORNIA SELLER’S PERMIT
The CMAS contractor’s California Seller’s Permit Number is 026800992. Prior to placing an order with this company, agencies must verify that this permit is still valid at the California Department of Tax and Fee Administration website (cdtfa.ca.gov).
MINIMUM ORDER LIMITATION
There is no minimum dollar value limitation on orders placed under this CMAS.
CMAS PRICES
The maximum prices allowed for the products and/or services available are those set forth in the base schedule.
The ordering agency is encouraged to seek prices lower than those in the base schedule. When responding to an agency’s Request for Offer (RFO), the CMAS contractor can offer lower prices to be competitive.
ACQUISITION OF IAAS AND/OR PAAS
If using this CMAS for the purpose of acquiring Infrastructure as a Service (IaaS) and/or Platform as a Service (PaaS), State agencies must first obtain approval to use this CMAS from the California Department of Technology (CDT) in accordance with TL 17-06 (www.cdt.ca.gov/wp- content/uploads/2017/08/TL-17-06.pdf). State agencies must document CDT’s approval and maintain in the procurement file. Contact CDT for all questions related to the acquisition of IaaS and PaaS and TL 17-06.
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
KIS COMPUTER CENTER
CMAS NO 3-18-70-2443Q, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 5
EXECUTIVE ORDER N-6-22 – RUSSIA SANCTIONS
On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State.
CALIFORNIA CIVIL RIGHTS LAW CERTIFICATION
Pursuant to PCC 2010, effective January 1, 2017, applicants must certify their compliance with the California Civil Rights laws and Employer Discriminatory Policies (Civil Code 51, GC 12960). It is the agency’s responsibility to verify that the contractor has a California Civil Rights Law Certification on file.
WARRANTY
For warranties, see the base schedule, the CMAS Terms and Conditions, General Provisions, and CMAS Warranty.
DELIVERY
30 days after receipt of order or as negotiated between agency and CMAS contractor and included in the purchase order.
SHIPPING INSTRUCTIONS
F.O.B. (Free On Board) Destination. Seller pays the freight charges.
PURCHASING AUTHORITY DOLLAR THRESHOLD
Order limits for the purchase of goods and/or services is determined by the individual agency purchasing authority threshold.
No CMAS order may be executed by a State agency that exceeds that agency’s purchasing authority threshold. State agencies with approved purchasing authority, along with their dollar thresholds can be obtained at the List of State Departments with Approved Purchasing Authority website (www.dgs.ca.gov/PD/Resources/Page-Content/Procurement-Division-Resources-List- Folder/List-of-State-Departments-with-Approved-Purchasing-Authority).
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
KIS COMPUTER CENTER
CMAS NO 3-18-70-2443Q, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 6
HOW TO USE CMAS
Agencies must adhere to the detailed requirements in the State Contracting Manual (SCM) when using CMAS. The requirements for the following bullets are in SCM, Volume 2, Chapter 6 (for non- IT), SCM, Volume 3, Chapter 6 (for IT), and SCM, Volume FISCal, Chapter 5 (FISCal):
x Develop an RFO, which includes a Scope of Work (SOW) and Bidder Declaration form. For information on the Bidder Declaration requirements, see SCM, Volume 2, Chapter 3, 3.5.7 and Volume 3, Chapter 3, 3.4.7.
x Search for potential CMAS contractors on the CMAS website (www.dgs.ca.gov/PD/About/Page-Content/PD-Branch-Intro-Accordion- List/Acquisitions/California-Multiple-Award-Schedules) and select “Find a CMAS Contractor.”
x Request offers from a minimum of 3 CMAS contractors including one small business (SB) and/or Disabled Veteran Business Enterprise (DVBE), if available, who are authorized to sell the products and/or services needed.
x If requesting offers from a certified DVBE, include the Disabled Veteran Business Enterprise Declarations form (Standard 843) in the RFO. This declaration must be completed and returned by the DVBE prime contractor and/or any DVBE subcontractors. (See SCM Volumes 2, 3, and FISCal, Chapter 3).
x This is not a bid transaction, so the small business preference, DVBE incentives, protest language, intent to award, evaluation criteria, advertising, etc., are not applicable. x If less than 3 offers are received, State agencies must document their file with the reasons why the other suppliers did not respond with an offer.
x Assess the offers received using best value methodology, with cost as one of the criteria. x Issue a Purchase Order to the selected CMAS contractor. x For CMAS transactions under $10,000, only one offer is required if the State agency can establish and document that the price is fair and reasonable. The fair and reasonable method can only be used for non-customizable purchases.
SPLITTING ORDERS
Splitting orders to avoid any monetary limitations is prohibited.
Do not circumvent normal procurement methods by splitting purchases into a series of delegated purchase orders, per PCC 10329.
Splitting a project into small projects to avoid either fiscal or procedural controls is prohibited, per State Administrative Manual (SAM) 4819.34.
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
KIS COMPUTER CENTER
CMAS NO 3-18-70-2443Q, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 7
ORDERING PROCEDURES
1. Purchase Orders
All Ordering Agency purchase order documents executed under this CMAS must contain the applicable CMAS number as show on page 1.
a. State Departments:
Standard 65 Purchase Documents – State departments not transacting in FISCal must use the Purchasing Authority Purchase Order (Standard 65) for purchase execution. An electronic version of the Standard 65 is available at the Department of General Services (DGS), Procurement Division (PD) website
(www.dgsapps.dgs.ca.gov/osp/StatewideFormsWeb/Forms.aspx), select Standard (STD) Forms.
FISCAL Purchase Documents – State departments transacting in FISCal will follow the FISCal procurement and contracting procedures.
b. Local Government Agencies:
Local government agencies may use their own purchase order document for purchase execution.
The agency is required to complete and distribute the purchase order. For services, the agency shall modify the information contained on the order to include the service period (start and end date), and the monthly cost (or other intermittent cost), and any other information pertinent to the services. The cost for each line item must be included in the order, not just system totals.
The contractor must immediately reject purchase orders that are not accurate. Discrepancies are to be negotiated and incorporated into the purchase order prior to product delivery and service implementation.
2. Service and Delivery after CMAS Expiration
The purchase order must be issued before the CMAS expires. However, delivery of the products or completion of the services may be after the CMAS expires (unless otherwise specifically stated in the purchase order). Amending the purchase order to add quantity, time, or money is not possible if the CMAS expired.
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
KIS COMPUTER CENTER
CMAS NO 3-18-70-2443Q, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 8
3. Multiple CMAS Agreements on a Single Purchase Order
Agencies wishing to include multiple CMAS agreements on a single FISCal purchase order must adhere to the following guidelines:
x All CMAS must be for the same CMAS contractor.
x The purchase order must go to one contractor location. x Enter the word “CMAS” in the space reserved for the Leveraged Procurement Agreement (LPA) number. The word “CMAS” signifies that the purchase order contains items from multiple CMAS agreements. The purchasing agency may only use one bill code. x For each individual CMAS, the agency must identify and group together the CMAS number with the line items and subtotal per CMAS number (do not include tax in the subtotal), and sequentially identify each individual CMAS as Sub #1, Sub #2, Sub #3, etc. This facilitates accurate billing of administrative fees by the Procurement Division. x The total of all items on the purchase order must not exceed the purchase order limit identified in the CMAS.
x Do not combine items from IT and non-IT CMAS agreements. An Information Technology CMAS begins with the number “3” and a non-IT CMAS begins with the number “4.” The purchase order limits are different for these CMAS agreements.
4. Amendments to State Agency's Purchase Orders
Agency purchase orders cannot be amended if the CMAS has expired.
SCM, Volumes 2 & 3, Chapter 6, 6.A5.0 and SCM, Volume FISCal, Chapter 5, 5.A4.0 provides the following direction regarding amendments to all types of LPA purchase orders:
Original orders, which include options for changes (e.g., quantity or time), that were evaluated and considered in the selection for award during the RFO process, may be amended consistent with the terms of the original order, provided that the original order allowed for amendments. If the original order did not evaluate options, then amendments are not allowed unless an NCB is approved for those amendments.
Amendments unique to non-IT services are covered in SCM, Volume 2, Chapter 6, 6.B2.9 and SCM, Volume FISCal, Chapter 5, 5.A4.1 as follows:
If the original contract permitted amendments, but did not specify the changes (e.g., quantity or time), it may be amended, per Public Contract Code (PCC) § 10335 (d)(1). Only a contract may be amended once under this exemption. The time shall not exceed one year, or add not more than 30% of the original order value and may not exceed $250,000. If the original contract did not have language permitting amendments, the NCB process must be followed.
CMAS CONTRACTOR OWNERSHIP INFORMATION
The CMAS contractor is a large business enterprise.
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
KIS COMPUTER CENTER
CMAS NO 3-18-70-2443Q, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 9
SMALL BUSINESS MUST BE CONSIDERED
Prior to placing orders under the CMAS program, State agencies shall whenever practicable first consider offers from small businesses that have established CMAS (GC 14846(b)). NOTE: DGS auditors will request substantiation of compliance with this requirement when agency files are reviewed.
CMAS Small Business and Disabled Veteran Partners lists (www.dgs.ca.gov/PD/About/Page- Content/PD-Branch-Intro-Accordion-List/Acquisitions/California-Multiple-Award-Schedules) can be found on the CMAS website by selecting “Find a CMAS Contractor”.
In response to our commitment to increase participation by small businesses, the Department of General Services waives the administrative fee (a fee charged to customer agencies to support the CMAS program) for orders to California certified small business enterprises.
SMALL BUSINESS/DVBE - TRACKING
State agencies are able to claim subcontracting dollars towards their SB or DVBE goals whenever the CMAS contractor subcontracts a commercially useful function to a certified SB or DVBE. The CMAS contractor will provide the ordering agency with the name of the SB or DVBE used and the dollar amount the ordering agency can apply towards its SB or DVBE goal.
SMALL BUSINESS/DVBE - SUBCONTRACTING
1. The amount an ordering agency can claim towards achieving its SB or DVBE goals is the dollar amount of the subcontract award made by the CMAS contractor to each SB or DVBE.
2. The CMAS contractor will provide an ordering ag ency with the following information at the time the order is quoted:
a. The CMAS contractor will state that, as the pr ime contractor, it shall be responsible for the overall execution of the fulfillment of the order.
b. The CMAS contractor will indicate to the ordering agency how the order meets the SB or DVBE goal, as follows:
i. List the name of each company that is certified by the Office of Small Business and DVBE Services that it intends to subcontract a commercially useful function to; and ii. Include the SB or DVBE certification number of each company listed, and attach a copy of each certification; and
iii. Indicate the dollar amount of each subcontract with a SB or DVBE that may be claimed by the ordering agency towards the SB or DVBE goal; and iv. Indicate what commercially useful function the SB or DVBE subcontractor will be providing towards fulfillment of the order.
3. The ordering agency’s purchase order must be addressed to the prime contractor, and the purchase order must reference the information provided by the prime contractor as outlined above.
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
KIS COMPUTER CENTER
CMAS NO 3-18-70-2443Q, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 10
WITHHOLD LANGUAGE (SB588)
Option 1 – Withhold Language
Upon delivery or completion of ordered goods or services for which the Contractor committed to DVBE subcontractor participation, state departments must require the Contractor to certify all the following:
1. The amount and percentage of work the Contractor committed to provide to one or more DVBEs under the requirements of the contract and the amount each DVBE received from the Contractor.
2. That all payments under the contract have been made to the DVBE. Upon request, the Contractor must provide proof of payment for the work.
In accordance with the Military and Veterans Code 999.7, state departments shall withhold $10,000 from the final payment, or the full final payment if less than $10,000, if the Contractor fails to meet the certification requirements identified above. State departments shall notify the Contractor of their failure to meet the certification requirements and give the Contractor an opportunity to comply with the certification requirements. If after 30 calendar days from the date of notice, the Contractor refuses to comply with the certification requirements, the state department shall permanently deduct $10,000 from the final payment, or the full payment if less than $10,000.
Option 2 – No Withhold Language
During the contract term and upon completion of the contract for which a DVBE subcontractor commitment was made, DGS-PD will require the Contractor to certify all participation commitments and payments under the contract have been made to the DVBE. Upon request by DGS-PD, the Contractor shall provide proof of payment for the work.
PRODUCT SUBSTITUTIONS
Substitution of Deliverables may not be tendered without advance written consent of the Buyer.
The Contractor must offer an equivalent or newer model of the product from the same manufacturer at the same or lower price. Contractor cannot use any specification in lieu of those contained in the Contract without written consent from the Buyer.
NEW EQUIPMENT REQUIRED
The State will procure new equipment. All equipment must be new (or warranted as newly manufactured) and the latest model in current production. Used, shopworn, demonstrator, prototype, or discontinued models are not acceptable.
Where Federal Energy Management Program (FEMP) standards are available, all State agencies shall purchase only those products that meet the recommended standards. All products displaying the Energy Star label meet the FEMP standards.
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
KIS COMPUTER CENTER
CMAS NO 3-18-70-2443Q, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 11
SPECIAL MANUFACTURED GOODS
Any CMAS for goods to be manufactured by the CMAS contractor specifically for the State and not suitable for sale to others may require progress payments.
TRADE-IN EQUIPMENT
Trade-ins at open market price may be considered. The product description and trade-in allowance must be identified on the purchase order.
Agencies are required to adhere to SAM 3520 through 3520.6, Disposal of Personal Property and Surplus Personal Property, as applicable, when trade-ins are considered. A Property Survey Report, Standard 152, must be submitted for approval prior to disposition of any State-owned personal property, including general office furniture regardless of the acquisition value, or if the property was recorded or capitalized for accounting purposes.
STATE AGENCY BUY RECYCLED CAMPAIGN
State ordering agencies are required to report purchases made within the eleven product categories in the California Department of Resources Recycling and Recovery’s State Agency Buy Recycled Campaign per PCC 12200 through 12217.
Contractor will be required to complete and return a Recycled-Content Certification form (www.calrecycle.ca.gov/contracts/forms) upon request by the state ordering agency.
ELECTRONIC WASTE RECYCLING
State agencies are required to recycle state owned surplus electronic equipment that has no useful life remaining (E-Waste) to the maximum extent possible. State agencies shall dispose of E-Waste using the services of the California Prison Industry Authority (CALPIA), unless the agency meets the pickup quantity and location exemption criteria detailed in SAM 3520.10. Electronic equipment that is usable and still retains value is not considered E-Waste and must be reutilized through DGS, Office of Fleet and Asset Management (OFAM) Surplus Personal Property Warehouse.
State agencies shall determine which equipment meets the definition of E-Waste or reusable Electronic Equipment, per the definitions provided in the SAM Management Memo (MM) 17-06.
OFAM will validate that equipment meets the appropriate definition when reviewing the submitted Property Survey Report (Standard 152).
The electronic waste recycling fee must be shown as a line item on the agency purchase order before the CMAS contractor can include it on their invoice.
See SAM 3520.10 for more information on this policy.
Information for submitting a Standard 152 can be found on the DGS OFAM surplus property website (www.dgs.ca.gov/RESD/Resources/Page-Content/Real-Estate-Services-Division- Resources-List-Folder/DGS-Surplus-Property-Homepage).
Information on the E-Waste - CALPIA Store and the E-Waste Exemption Request Form EWR- F400 can be found at catalog.calpia.ca.gov/services/e-waste/#/.
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
KIS COMPUTER CENTER
CMAS NO 3-18-70-2443Q, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 12
PRODUCT INSTALLATION
The CMAS contractor is fully responsible for all installation services performed under the CMAS.
Product installations must be performed by manufacturer authorized personnel and meet manufacturer documented specifications.
The prime contractor, as well as any subcontractors, must hold any certifications and/or licenses required for the project.
PUBLIC WORKS (INSTALLATION SERVICES ONLY)
A public works contract is defined as an agreement for “the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind” in accordance with PCC 1101. State agencies planning these types of projects need to review SCM, Volume 1, Chapters 10 and 11 for applicable guidelines and regulations. Visit the DGS, Real Estate Services Division (RESD) website (www.dgs.ca.gov/RESD) if you have questions about public works transactions.
Agency CMAS purchase orders may allow for public works installation only when it is incidental to the total purchase order amount.
Agencies are to ensure that the applicable laws and codes pertaining to the contractor and sub- contractor licensing, prevailing wage rates, bonding, labor code requirements, etc., are adhered to by the prime contractor as well as any subcontractor during performance under the CMAS purchase order.
The bond amount for public works is not less than 100% of the purchase order price.
NOTE: In accordance with Labor Code (LC) 1773.2, the ordering agency is responsible for determining the appropriate craft, classification or type of worker needed for any contract for public works. Also, the agency is to specify the applicable prevailing wage rates as determined by the Director of the Department of Industrial Relations (DIR). In lieu of specifying the prevailing wage rates, the agency may include a statement on the order that the prevailing wage rates are on file at the agency’s office and will be made available upon request. The prevailing wage rates are available from DIR at www.dir.ca.gov (select Statistics & Research).
Bonds: For guidelines, see CMAS, General Terms and Conditions, Public Works Requirements.
State Contractor’s License: Public works services can be obtained through CMAS only if incidental to the overall purchase order. If incidental public works services are included in the purchase order, prior to issuing the order agencies should contact the State Contractor’s License Board (www.cslb.ca.gov) to verify that the Contractor’s License shown below is still active and in good standing.
The CMAS contractor’s California Contractor's License number is 1072691. This is a Class C-7 Low Voltage Systems license that is valid through 01/31/2023.
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
KIS COMPUTER CENTER
CMAS NO 3-18-70-2443Q, SUPPLEMENT NO. 2
November 03, 2021 Ordering Instructions and Special Provisions 13
Cable and Wire: Cable and wire products that are purchased under this CMAS must be for information technology projects only (computers, telecommunications, and security systems) and cannot be used for general purpose installations.
Purchase orders for cable and wire installation services only are prohibited.
Cable and wire installations under this CMAS must be installed and tested to EIA/TIA Standards.
Agency questions regarding the purchase and/or installation of cable and wire for computers and/or telecommunications may be directed to the California Department of Technology, Statewide Telecommunications and Network Division.
PRODUCTIVE USE REQUIREMENTS
The customer in-use requirement applies to all procurements of information technology equipment and software, per SCM, Volume 3, Chapter 2, 2.B6.2 and SCM, Volume FISCal, Chapter 2, 2.E3.2.
Each equipment or software component must be in current operation for a paying customer and the paying customer must be external to the contractor’s organization (not owned by the contractor and not owning the contractor).
To substantiate compliance with the Productive Use Requirements, the CMAS contractor must provide upon request the name and address of a customer installation and the name and telephone number of a contact person.
The elapsed time such equipment or software must have been in operation is based upon the importance of the equipment or software for system operation and its cost. The following designates product categories and the required period of time for equipment or software operation prior to approval of the replacement item on CMAS.
Category 1 - Critical Software: Critical software is software that is required to control the overall operation of a computer system or peripheral equipment. Included in this category are operating systems, data base management systems, language interpreters, assemblers and compilers, communications software, and other essential system software.
Cost Installation Final Bid Submission
More than $100,000 8 months 6 months
$10,000 up to $100,000 4 months 3 months
Less than $10,000 1 month 1 month
Category 2 - All Information Technology Equipment and Non-Critical Software: Information technology equipment is defined in SAM 4819.2.
Cost Installation Final Bid Submission
More than $100,000 6 months 4 months
$10,000 up to $100,000 4 months 3 months
Less than $10,000 1 month 1 month
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NOT SPECIFICALLY PRICED ITEMS
The only time that open market/incidental, non-schedule items may be included in a CMAS order is when they fall under the parameters of the Not Specifically Priced (NSP) Items provision.
CMAS contractors must be authorized providers of the hardware, software and/or services they offer under the NSP Items provision.
Agency and CMAS contractor use of the NSP provision is subject to the following requirements:
1. Purchase orders containing only NSP items are prohibited.
2. A purchase order containing NSP items may be issued only if it results in the lowest overall alternative to the State.
3. NSP items shall be clearly identified in the order. Any product or service already specifically priced and included in the base schedule may not be identified as an NSP item.
4. NSP Installation Services: The CMAS contractor is fully responsible for all installation services performed under the CMAS. Product installations must be performed by manufacturer authorized personnel and meet manufacturer documented specifications. The prime contractor, as well as any subcontractors, must hold any certifications and/or licenses required for the project. The total dollar value of all installation services included in the purchase order cannot exceed the dollar value of the products included in the purchase order, nor can they exceed the NSP Maximum Order Limitation.
5. Maximum Order Limitation: For orders $250,000, or less, the total dollar value of all NSP items included in a purchase order shall not exceed $5,000. For orders exceeding $250,000, and at the option of the contractor, the total dollar value of all NSP items in a purchase order shall not exceed 5% of the total cost of the order or $25,000 whichever is lower.
6. An NSP item included in an order issued against a CMAS is subject to all of the terms and conditions set forth in the contract.
7. Trade-ins, upgrades, involving the swapping of boards, are permissible, where the contract makes specific provisions for this action. In those instances, where it is permitted, the purchase order must include the replacement item and a notation that the purchase involves the swapping of a board.
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The following NSP items are specifically excluded from any order issued under this CMAS:
1. Items not intended for use in direct support of the priced items included in the same order.
An NSP item must be subordinate to the specifically priced item that it is supporting. For example, a cable, which is not otherwise specifically priced in the base schedule, is subordinate to a specifically priced printer or facsimile machine and is eligible to be an NSP item subject to that cable meeting the remaining NSP requirements. However, a printer or facsimile machine, which is not otherwise specifically priced in the base schedule, is not subordinate to a specifically priced cable, and is not eligible to be an NSP item.
2. Supply type items, except for the minimum am ount necessary to provide initial support to the priced items included in the same order.
3. Items that do not meet the Productive Use Requirements for information technology products, per SCM, Volume 3, Chapter 2, 2.B6.2 and SCM, Volume FISCal, Chapter 2,
2.E3.2.
4. Any other item or class of items specifically excluded from the scope of this CMAS.
5. Public Works components NOT incidental to the total purchase order amount.
6. Products or services the CMAS contractor is NOT factory authorized or otherwise certified or trained to provide.
7. Follow-on consultant services that were previously recommended or suggested by the same CMAS contractor.
The CMAS contractor is required to reject purchase orders containing NSP items that do not conform to the above requirements. The CMAS contractor will promptly notify the agency issuing the non-conforming order of its non-acceptance and the reasons for its non-acceptance.
STATE AND LOCAL GOVERNMENTS CAN USE CMAS
State and local government agency use of CMAS is optional. A local government is any city, county, city and county, district, or other local governmental body or corporation, including Universities of California, California State Universities, K-12 schools, and community colleges empowered to expend public funds. While the State makes this CMAS available, each local government agency should make its own determination whether the CMAS program is consistent with its procurement policies and regulations.
PCC 10298 allows any city, county, city and county, district, or other local governmental body or corporation empowered to expend public funds to contract with suppliers awarded CMAS without further competitive bidding.
See complete PCC 10298 language at
(leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=PCC§ionNum=10298).
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PCC 10299 allows any school district empowered to expend public funds to utilize CMAS without further competitive bidding.
See complete PCC 10299 language at
(leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=PCC§ionNum=10299).
UPDATES AND/OR CHANGES
A CMAS supplement is not required for updates and/or changes once the update and/or change becomes effective for the base schedule, except as follows:
x A CMAS supplement is required when the CMAS is based on specific products and/or services from another contractor’s multiple award contract and the contractor wants to add a new manufacturer’s products and/or services.
x A CMAS supplement is required for new federal contract terms and conditions that constitute a material difference from existing contract terms and conditions. A material change has a potentially significant effect on the delivery, quantity or quality of items provided, the amount paid to the contractor or on the cost to the State.
SELF-DELETING BASE SCHEDULE TERMS AND CONDITIONS
Instructions, or terms and conditions that appear in the Special Items or other provisions of the base schedule and apply to the purchase, license, or rental (as applicable) of products or services by the US Government in the United States, and/or to any overseas location shall be self-deleting. (Example: "Examinations of Records" provision).
Federal regulations and standards, such as Federal Acquisition Regulation, Federal Information Resources Management Regulation, Federal Information Processing Standards, General Services Administration Regulation, or Federal Installment Payment Agreement shall be self-deleting.
Federal blanket orders and small order procedures are not applicable.
ORDER OF PRECEDENCE
The CMAS Terms and Conditions takes precedence if there is a conflict between the terms and conditions of the contractor's base schedule, packaging, invoices, catalogs, brochures, technical data sheets or other documents (see CMAS Terms and Conditions, CONFLICT OF TERMS).
APPLICABLE CODES, POLICIES AND GUIDELINES
All California codes, policies, and guidelines are applicable. The use of CMAS does not reduce or relieve state agencies of their responsibility to meet statewide requirements regarding contracting or the procurement of goods or services. Most procurement and contract codes, policies, and guidelines are incorporated into CMAS agreements. Nonetheless, there is no guarantee that every possible requirement that pertains to all the different and unique State processes has been included.
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PAYMENTS AND INVOICES
1. Payment Terms
Payment terms for this CMAS are net 45 days.
Payment will be made in accordance with the provisions of the California Prompt Payment Act, GC 927. Unless expressly exempted by statute, the Act requires State agencies to pay properly submitted, undisputed invoices not more than 45 days after (1) the date of acceptance of goods or performance of services; or (2) receipt of an undisputed invoice, whichever is later.
2. Payee Data Record (Standard 204)
State Agencies not transacting in FISCal, must obtain a copy of the Payee Data Record (Standard 204) in order to process payments. State Ordering Agencies must forward a copy of the Standard 204 to their accounting offices. Without the Standard 204, payment may be unnecessarily delayed. State Agencies should contact the CMAS contractor for copies of the Payee Data Record.
3. DGS Administrative and Incentive Fees
Orders from State Agencies:
DGS will bill each State agency directly an administrative fee for use of CMAS. The administrative fee should NOT be included in the order total or remitted before an invoice is received from DGS. This administrative fee is waived for CMAS purchase orders issued to California certified small businesses.
Orders from Local Government Agencies:
CMAS contractors, who are not California certified small businesses, are required to remit to DGS an incentive fee equal to a percentage of the total of all local government agency orders (excluding sales tax and shipping) placed against their CMAS.
The incentive fee is waived for CMAS purchase orders issued to California certified small businesses.
4. Contractor Invoices
Unless otherwise stipulated, the CMAS contractor must send their invoices to the agency address set forth in the purchase order. Invoices shall be submitted in triplicate and shall include the following:
x CMAS number
x Agency purchase order number
x Agency Bill Code (State Only)
x Line item number
x Unit price
x Extended line item price
x Invoice total
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State sales tax and/or use tax shall be itemized separately and added to each invoice as applicable.
The company name on the CMAS, purchase order and invoice must match or the State Controller’s Office will not approve payment.
5. Advance Payments
Advance payment is allowed for services only under limited, narrowly defined circumstances, i.e., between specific departments and certain types of non-profit organizations, or when paying another government agency (GC 11256 through 11263 and 11019).
It is NOT acceptable to pay in advance, except software maintenance and license fees, which are considered a subscription and may be paid in advance if a provision addressing payment in advance is included in the purchase order.
Software warranty upgrades and extensions may also be paid for in advance, one time.
6. Credit Card
The CMAS contractor does not accept the State of California credit card (CAL-Card).
7. Leasing/Financing
California State Agencies are required to utilize the Golden State Financial Marketplace (GS SMart) program for all financing and leasing needs. California Local Government Agencies (counties, cities, K-12 school districts, community colleges, California State Universities, Universities of California, etc.) may utilize the GS SMart program for financing and leasing according to PCC 14937. The minimum dollar amount for Local Government Agency financing and leasing is $100,000.
8. Lease/Purchase Analysis
State agencies must complete a Lease/Purchase Analysis (LPA) to determine best value when contemplating a lease/rental and retain a copy for future audit purposes (SAM 3710).
For short-term rental equipment, the lease/purchase analysis must be approved by DGS Office of legal Services.
The lease/purchase analysis for all other purchases must be approved by the Department of General Services, GS SMart State Financial Marketplace. Buyers may contact the GS SMart Administrator, Kris Bianchini via e-mail at [email protected] for further information.
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9. Leasing
The State reserves the right to select the form of payment for all procurements, be it either an outright purchase with payment rendered directly by the State, or a financing/lease-purchase or operating lease via the State Financial Marketplace (GS SMart and/or Lease SMart). If payment is via the financial marketplace, the Supplier will invoice the State and the State will approve the invoice and the selected Lender/Lessor for all product listed on the State’s procurement document will pay the supplier on behalf of the State.
Buyers may contact the GS SMart Administrator, Kris Bianchini via e-mail at [email protected] for further information.
10. Maintenance Tax
The California Department of Tax and Fee Administration has ruled that in accordance with Section 1546 of the Sales and Use Tax Regulations of the Business Taxes Law Guide, whenever optional maintenance contracts include consumable supplies, such supplies are subject to sales tax.
Generally, the State has two options:
1. For agreements that provide for only maintenance services (i.e., the furnishing of labor and parts necessary to maintain equipment), the charges for the provision of maintenance services are not taxable.
2. For agreements that provide for both maintenance services and consumable supply items (i.e., toner, developer, and staples, for example), the provision of the consumable supplies is considered a taxable sale of tangible personal property. Therefore, State agencies awarding optional maintenance contracts are responsible for paying the applicable sales tax on the consumable supplies used during the performance period of the maintenance contract.
The Contractor will be required to itemize the taxable consumables for State accounting purposes.
OBTAINING COPY OF ORIGINAL CMAS AND SUPPLEMENTS
A copy of a CMAS and supplements, if any, can be obtained at Cal eProcure (caleprocure.ca.gov).
A complete CMAS consists of the following:
x CMAS cover pages (which includes the signature page, ordering instructions and special provisions, and any attachments or exhibits as prepared by the CMAS Unit) x CMAS Terms and Conditions.
x Base schedule terms and conditions
x Product/service listing and prices
x Supplements, if applicable.
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It is important for the agency to confirm that the required products, services, and prices are included in the CMAS and are at or below base schedule rates. To streamline substantiation that the needed items are in the base schedule, the agencies should ask the CMAS contractor to identify the specific pages from the base schedule that include the required products, services, and prices. Agencies should save these pages for their file documentation.
CONTRACTORS ACTING AS FISCAL AGENTS ARE PROHIBITED
When a subcontractor ultimately provides all of the products or performs all of the services that a CMAS contractor has agreed to provide, and the prime contractor only handles the invoicing of expenditures, then the prime contractor's role becomes that of a fiscal agent because it is merely administrative in nature and does not provide a Commercially Useful Function. It is unacceptable to use fiscal agents in this manner because the agency is paying unnecessary administrative costs.
AGENCY RESPONSIBILITY
Each agency is responsible for its own contracting program and purchasing decisions, including use of the CMAS program and associated outcomes.
This responsibility includes, but is not necessarily limited to, ensuring the necessity of the services, securing appropriate funding, complying with laws and policies, preparing the purchase order in a manner that safeguards the State’s interests, obtaining required approvals, and documenting compliance with GC 19130.b (3) for outsourcing services.
It is the responsibility of each agency to consult as applicable with their legal staff and contracting offices for advice depending upon the scope or complexity of the purchase order.
If you do not have legal services available to you within your agency, DGS Office of Legal Services is available to provide services.
CONFLICT OF INTEREST
Agencies must evaluate the proposed purchase order to determine if there are any potential conflict of interest issues. See the CMAS Terms and Conditions, Conflict of Interest, for more information.
FEDERAL DEBARMENT
When federal funds are being expended, the agency is required to obtain (retain in file) a signed “Federal Debarment” certification from the CMAS contractor before the purchase order is issued.
This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, 29 CFR Part 98, Section 98.510, Participants; responsibilities. The regulations were published as Part VII of the May 26, 1988 Federal Register (pages 19160-19211).
CONTRACTOR TRAVEL
The Travel provision is not applicable to this CMAS.
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LIQUIDATED DAMAGES FOR LATE DELIVERY
The value of the liquidated damages cannot be a penalty, must be mutually agreed upon by agency and contractor and included in the purchase order to be applicable.
ACCEPTANCE TESTING CRITERIA
If the agency wants to include acceptance testing for all newly installed technology systems, and individual equipment, and machines which are added or field modified (modification of a machine from one model to another) after a successful performance period, the test criteria must be included in the purchase order to be applicable.
AMERICANS WITH DISABILITY ACT
To view the DGS Accessibility Policy, please visit www.dgs.ca.gov/Configuration/Footer-Utility- Links/Accessibility/Accessibility.
EXHIBIT %
City’s Insurance and Indemnity
Exhibit C
Insurance and Indemnity
INDEMNIFICATION
To the furthest extent allowed by law, VENDOR shall indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by CITY, VENDOR or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees, litigation expenses and cost to enforce this agreement), arising or alleged to have arisen directly or indirectly out of performance of this Contract.
VENDOR'S obligations under the preceding sentence shall apply regardless of whether CITY or any of its officers, officials, employees, agents or volunteers are passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused by the active or sole negligence, or the willful misconduct, of CITY or any of its officers, officials, employees, agents or volunteers.
If VENDOR should subcontract all or any portion of the work to be performed under this Contract, VENDOR shall require each subcontractor to indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Contract.
INSURANCE REQUIREMENTS
(a) Throughout the life of this Agreement, VENDOR shall pay for and maintain in full force and effect all insurance as required herein with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by CITY'S Risk Manager or his/her designee at any time and in his/her sole discretion. The required policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. (b) If at any time during the life of the Agreement or any extension, VENDOR or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to VENDOR shall be withheld until notice is received by CITY that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to CITY. Any failure to maintain the required insurance shall be sufficient cause for CITY to terminate this
Agreement. No action taken by CITY pursuant to this section shall in any way relieve VENDOR of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by CITY that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by VENDOR shall not be deemed to release or diminish the liability of VENDOR, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify CITY shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by VENDOR. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of VENDOR, vendors, suppliers, invitees, contractors, sub-contractors, subcontractors, or anyone employed directly or indirectly by any of them.
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non-owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.”
2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non- owned automobiles or other licensed vehicles (Code 1- Any Auto).
3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.
4. Technology Liability (Errors and Omissi ons) insurance appropriate to VENDOR’S profession. Coverage shall be sufficiently broad to respond to duties and obligations as is undertaken by VENDOR in this agreement and shall include but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private
information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines penalties and credit monitoring expenses with limits sufficient to respond to these obligations.
MINIMUM LIMITS OF INSURANCE
VENDOR shall procure and maintain for the duration of the contract, and for 5 years thereafter, insurance with limits of liability not less than those set forth below. However, insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured:
1. COMMERCIAL GENERAL LIABILITY
(i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY
$1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation Insurance as required by the State of California with statutory limits and EMPLOYER’S LIABILITY with limits of liability not less than:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
4. TECHNOLOGY PROFESSIONAL LIABILITY :
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
In the event VENDOR purchases an Umbrella or Excess insurance policy(ies) to meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non- contributory basis for the benefit of the CITY, its officers, officials, employees, agents and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
VENDOR shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and VENDOR shall also be responsible for payment of any self-insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
(i) All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar days written notice has been given to CITY, except ten (10) days for nonpayment of premium. VENDOR is also responsible for providing written notice to the CITY under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, VENDOR shall furnish CITY with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for CITY, VENDOR shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring policy. (ii) The Commercial Genera l and Automobile Liability insurance policies shall be written on an occurrence form.
(iii) The Commercial Genera l and Automobile Liability insurance policies shall be endorsed to name City, its officers, officials, agents, employees and volunteers as an additional insured all ongoing and completed operations. Additional Insured endorsements under the General Liability policy must be as broad as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20 37.
(iv) The Commercial General and Automobile Liability insurance shall contain, or be endorsed to contain, that VENDOR’S insurance shall be primary to and require no contribution from the City. Primary and Non Contributory language under the General
Liability policy must be as broad as that contained in ISO Form CG 20 01 04 13. These coverages shall contain no special limitations on the scope of protection afforded to City, its officers, officials, employees, agents and volunteers. (v) Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits.
(vi) All insurance policies required herein shall contain, or be endorsed to contain, a waiver of subrogation as to CITY , its officers, officials, agents, employees and volunteers.
The Technology Professional Liability insurance shall cover claims involving privacy violations, information theft, damage to or destruction of electronic information, intentional and/or unintentional release of private information (including credit monitoring costs), alteration of electronic information, extortion and network security.
Such coverage is required for claims involving any professional services for which VENDOR is engaged with the City for such length of time as necessary to cover any and all claims
If the Technology Professional insurance policy is written on a claims-made form:
1. The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by VENDOR.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement work or termination of the Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to provide not less than a five (5) year discovery period.
3. If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a retroactive date prior to the effective date of the Agreement or the commencement of work by VENDOR, VENDOR must purchase “extended reporting” coverage for a minimum of five (5) years completion of the Agreement work or termination of the Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to CITY for review.
5. These requirements shall survive expiration or termination of the Agreement.
Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits.
PROVIDING OF DOCUMENTS
VENDOR shall furnish CITY with all certificate(s) and applicable endorsements effecting coverage required herein. All certificates and applicable endorsements are to be received and approved by the CITY’S Risk Manager or his/her designee prior to CITY’S execution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of CITY, VENDOR shall immediately furnish CITY with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. All subcontractors working under the direction of VENDOR shall also be required to provide all documents noted herein.
SUBCONTRACTORS
If VENDOR subcontracts any or all of the services to be performed under this Agreement, VENDOR shall require, at the discretion of the CITY Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement with the City to provide required indemnification and insurance protection. Any required Side Agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by CITY Risk Manager or designee. If no Side Agreement is required, VENDOR will be solely responsible for ensuring that it’s subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry.