Agenda packet, first session — South Lake Tahoe City Council, January 4, 2022 (part 1 of 2)

1 City of South Lake Tahoe
City Council and South Tahoe Redevelopment Successor
Agency
Meeting Agenda
Tuesday, January 04, 2022 at 9:00 AM
City Hall - Council Chambers - 1901 Lisa Maloff Way, South Lake Tahoe City Council
Devin Middlebrook, Mayor
Cristi Creegan, Mayor Pro Tem
Cody Bass, Councilmember
John Friedrich, Councilmember
Tamara Wallace, Councilmember
Mission of the City Council
The City Council exists to represent the public
interest, to oversee the City's operations and to
plan for the City's future.

Public Participation
City Council meetings are held in person at the time and location listed on this agenda. Meetings are live-streamed on Channel 21, City website at www.cityofslt.us, City Facebook page at www.facebook.com/CityofSLT/ and via ZOOM at this link https://us06web.zoom.us/j/85312529278
A public agenda packet is available for review at City Hall, 1901 Lisa Maloff Way, on the City’s Website at www.cityofslt.us, or by contacting the City Clerk’s Office, (530) 542-6005 or [email protected] COVID Protocols: Face Coverings are required inside City Hall and the Council Chambers by all vaccinated and non-vaccinated individuals.

Providing Public Comment:

In Person: Every agenda for regular meetings provides an opportunity for members of the public to directly address the legislative body (City Council), on any item of public interest which is within the jurisdiction of the City Council during Public Communications. For items on the agenda or in connection with any item which the City Council will consider, the public is given the opportunity to comment before or during the City Council's consideration of the item [Government Code Section 54954.3(a)].

By Phone: If you are joining the meeting via ZOOM and would like to make a comment, press the “raise a hand” button.

If you are joining the meeting via Channel 21 or live stream and would like to make a comment, please call (530) 542-6500. The meeting ID is ID: 853 1252 9278 press *9 to indicate a desire to make a comment. Press *6 to unmute your phone. The Clerk will call you by the last three digits of your phone number when it is your turn to speak. 1 2
In Writing: Written public comment regarding any item on this agenda may be sent to [email protected].

When emailing comments, identify the agenda item number in the subject line to which your comments relate. Any such comment that is a public record and is emailed to [email protected] or otherwise provided to a majority of the City Council before the meeting will be made available for public inspection during normal business hours at the City Clerk's Office located at City Hall, 1901 Lisa Maloff Way, South Lake Tahoe [Government Code Section 54957.5(b)]. Written comments will not be read out loud during the meeting.

The City Council Chambers meeting facility is accessible to people with disabilities. Every reasonable effort will be made to accommodate any person needing special assistance to attend this meeting. Contact the City Clerk at (530) 542-6005 at least 48 hours in advance of the meeting for assistance [28 CFR 35.102.35.104 ADA Title II and Brown Act Government Code Sections 54953.2, 54954.1, 54954.2, and 54957.5].

Spanish Interpretations: The public may access Spanish interpretation using the ZOOM link listed on the front of the Agenda from an internet device (smartphone, laptop, tablet, home computer) with audio capabilities and selecting the Spanish language option. Persons without an internet device may attend the meeting in-person and a device will be provided while supplies last. Requests for interpreter services to offer public comment may be made by contacting the City Clerk.

Call to Order/Pledge of Allegiance
Roll Call
Recognitions

1. City Employee Recognitions
Requested Action / Suggested Motions: Two new employees will be introduced to City Council.

Two employees will be recognized for reaching 15 Years-Service, one employee recognized for reaching 25 Years' Service, and one employee recognized for reaching 5 Years-Service.

Responsible Staff Member: Various
01-Staff Report - Employee Recognition 01 04 2022.docx
Closed Session Report
Public Communications
This is the public's opportunity to speak on any topic NOT LISTED on this agenda. Comments shall be limited to four (4) minutes. In accordance with the Brown Act, the City Council cannot deliberate or vote on any matter raised under public communications, but may briefly respond to statements made or questions posed. (Government Code Sections 54954.2)
City Commission Reports
Consent Agenda
Public Comment - This is the public's opportunity to speak on any topic listed on the Consent Agenda. Comments shall be limited to three (3) minutes.

The consent agenda consists of items of a repeating or routine nature considered under a single action. Any Councilmember may have an item on the consent agenda removed and considered separately upon request.

Pass a Motion to adopt the Consent Agenda in one motion except as indicated at each item. 2 3

2. City Council Meeting Minutes
Requested Action / Suggested Motions: Pass a Motion to approve the December 7, 2021 Regular City Council meeting minutes.

Responsible Staff Member: Susan Blankenship, City Clerk 12 07 2021 Minutes.docx

3. 2021 Reimbursement Agreement with Southwest Gas
Requested Action / Suggested Motions: Pass a Resolution authorizing the execution of a Reimbursement Agreement with Southwest Gas and amending the Street Overlay Program account by appropriating $1,883,300 of in lieu paving funds from Southwest Gas for the purpose of funding the 2022 Road Rehabilitation Project.

Responsible Staff Members: Randy Carlson, Associate Civil Engineer and Mark Frisina, Resident Engineer
01-Staff_Report_-_Reimbursement_Agreement_with_Southwest_Gas.docx 02-Reimbursement_Agreement_with_Southwest_Gas (1).docx
03_Resolution_Budget_Amendment__Southwest_Gas_Reimbursement_Agreement_ (2).docx

4. Resolution Accepting and Appropriating $475,000 in TRPA Mitigations Funds to the Tahoe Valley Greenbelt & Stormwater Improvement Project
Requested Action / Suggested Motions: Pass a Resolution accepting and appropriating $475,000 in TRPA Mitigation Funds to the Tahoe Valley Greenbelt & Stormwater Improvement Project.

Responsible Staff Member: Stan Hill, Engineering Manager 01-Staff Report TRPA Mitigation Funds-2.docx
02-Project Location Map.pdf
03-Property Acquisition Map.pdf
04-Resolution TRPA Funding 20220104.doc

5. Ratification of Amendment to Professional Services Agreement with Wood Rodgers Requested Action / Suggested Motions: Pass a Motion authorizing and directing the Mayor to Execute Ratification of an Amendment to Agreement with Wood Rodgers for on-call traffic engineering services, with an amended not to exceed amount of $105,000.

Responsible Staff Member: Anush Nejad, Public Works Director 01-Staff Report - Wood Rogers Contract Amendment Ratification.docx 02-C-149-2019 Wood Rogers City Traffic Engineer Agreement.pdf 03-Ratification of Wood Rodgers Amendment.docx

6. Ratification of Amendment to Professional Services Agreement with Sactech Requested Action / Suggested Motions: Pass a Motion authorizing and directing the Mayor to Execute Ratification of Amendment to Professional Services Agreement with Sactech to increase the maximum compensation to not to exceed $63,800 and extend the term to December 14, 2021.

Responsible Staff Member: Olga Tikhomirova, Director of Finance 01-Staff Report Amendment PSA Sactech.docx
02-Amendent to Professional Services Agreement Sac Tech.docx 03-C-116-2020 Sacramento Technology Group Sep 2020.pdf

7. Community Development Block Grant (CDBG) CV 2/3 Subrecipient Agreement with Tahoe Coalition for the Homeless
Requested Action / Suggested Motions: Pass a Resolution appropriating budget for Community Development Block Grant Coronavirus Response (CDBG CV-2/3) funding in the amount of $505,632 and authorizing and directing the Mayor to execute a Subrecipient Agreement with Tahoe Coalition for the Homeless in the amount of $495,632 to administer the grant and execute the scope 3 4
of work for rehabilitation of the Bears Den Inn property (2250 Lake Tahoe Blvd).

Responsible Staff Member: Hilary Roverud, Director of Development Services 01-Staff Report CDBG Grant
02-Res 2021-021 CDBG Corovavirus Response Grant.pdf
03-MOU
04-Operating Agreement.pdf
05-Resolution Subrecepient Agreement Tahoe Coalition for the Homeless 06-CDBG CV2-3 TCH Subrecipient Agreement (Exh. A to Reso) Consent Agenda - South Tahoe Redevelopment Successor Agency

8. Recognized Obligation Payment Schedule (ROPS) FY 2022-2023 Requested Action / Suggested Motions: Acting as the South Tahoe Redevelopment Successor Agency Board, pass a Resolution approving the Recognized Obligation Payment Schedule (ROPS) pursuant to Health and Safety Code section 34177 for the fiscal period commencing July 1, 2022, and ending June 30, 2023.

Responsible Staff Member: Olga Tikhomirova, Finance Director 01-Staff Report ROPS 2022-2023.docx
02-Resolution STRSA ROPS 2022-2023.docx
03-ROPS 2022-2023 (Exhibit A to Resolution).pdf
Regular-New Business

9. Ordinance - Bijou/Al Tahoe Community Plan Amendments (First Reading) Requested Action / Suggested Motions: 1) Pass a Motion finding that the Bijou/Al Tahoe Community Plans Initial Study/Negative Declaration/Initial Environmental Checklist adequately addresses the potential environmental impacts of the proposed ordinance and that no further environmental analysis is required to comply with the California Environmental Quality Act, 2) Pass a Motion to hold a first reading (by title only) of an ordinance amending the Bijou/Al Tahoe Community Plan to allow additional height up to 42 feet, with no minimum cross slope or roof pitch requirement for public and quasi-public facilities located in the 56-acre project area, and refer second reading and adoption to the January 18, 2022 meeting.

Responsible Staff Member: John Hitchcock, Planning Manager 01-Staff Report - Ordinance - Bijou/Al Tahoe Community Plan Amendments 02-Location Map.pdf
03-AB 52 Tribal Consultation.pdf
04-Proof of Mailing.pdf
05-Tribune Proof of Publication.pdf
06-Response to Comments.docx
07-Proof of Mailing PC Dec 16 2021.pdf
08-Tahoe Daily Tribune Affadavit.pdf
09-Planning Commission Resolution 2021-18 Bijou Al Tahoe Community Plan Amendment.pdf 10-Proof of Mailing City Council Meetings.pdf
11-Tribune Proof of Publication 20211217.pdf
12-Ordinance-Bijou Al Tahoe Community PlanAmendments

10. State and Local Fiscal Recovery Funds (SLFRF) Appropriation for American Rescue Plan Act (ARPA) Capital Projects
Requested Action / Suggested Motions: Pass a Resolution appropriating SLFRF funds in the amount of $250,000 for the proposed renovations to the City's skate park; $50,000 for proposed 4 5
improvements to the City's paved bike trail network; and $200,000 towards the preliminary planning of the Greenway Phase 1C Bicycle Trail Project.

Responsible Staff Member: Jim Marino, Capital Improvements Projects Manager 01-Staff Report ARPA Funds.docx
02-Resolution-ARPA Fund Appropriation.docx

11. Purchase of Vehicles and Equipment to Support Department of Public Works Streets Operations Requested Action / Suggested Motions: (1) Pass a Resolution accepting and appropriating $150,000 of Tahoe Regional Planning Agency Air Quality & Water Mitigation Funding and appropriating $140,410 in proceeds from the Sale of Surplus Vehicles & Equipment; and (2) Pass a Motion authorizing the purchase of (1) Asphalt Patch Truck for $265,372.91, (1) Loader Mounted Asphalt Zipper for $222,953, and (1) Street Sweeper for $288,390.90 via cooperative purchasing agreements from fund 210 (Vehicle Replacement).

Responsible Staff Members: Jim Marino, Capital Improvements Project Manager and Phil Harwood, Fleet Services Manager
01-Staff Report Street Operations Vehicles and Equipment Purchase.docx 02-Resolution Street Operations Vehicle and Equipment Purchase.docx 03-Vehicle Descriptions Quotes and Contracts.pdf
04-Zero Emission Sweeper M4ZE Data Sheet Final.pdf

12. City Council Capital Improvement Program Subcommittee Requested Action / Suggested Motions: Pass a Motion to establish an ad hoc Capital Improvement Program Subcommittee and appoint two council members to serve as part of a working group to evaluate and update the City's Capital Improvement Program Policies, Evaluation Criteria, and Project Prioritization.

Responsible Staff Member: Jim Marino, Capital Improvements Manager 01-Staff Report City Council CIP Subcommittee.docx
Agenda Planning Calendar

13. Agenda Planning Calendar
Requested Action / Suggested Motions: Identify, with consent of at least two Council members, any desired future agenda items, and/or modify the Agenda Planning Calendar as desired.

Responsible Staff Member: Joseph Irvin, City Manager
APC - December 28, 2021.pdf
Updates and Announcements (City Attorney, City Clerk, City Manager) Councilmember Reports and Comments - Assignments to Boards, Committees, and Commissions Adjournment
I, Susan Blankenship, City Clerk for the City of South Lake Tahoe, declare that the foregoing agenda for the Tuesday January 4, 2022 meeting of the City of South Lake Tahoe City Council was posted and available for review on Thursday December 30, 2021 at City Hall, 1901 Lisa Maloff Way, South Lake Tahoe, CA 96150. The agenda was also available on the City website at https://www.cityofslt.us.

Signed December 30, 2021
\\sb\\
Susan Blankenship, Elected City Clerk
5 City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
Meeting Date: January 4, 2022
Agenda Item #: 1.

Agenda Item: City Employee Recognitions
Executive Summary: New City employees and long-serving City employees who reach the 5, 10, 15, 20, & 25 year service milestone will be recognized at each monthly meeting.

Requested Action / Suggested Motions: Two new employees will be introduced to City Council. Two employees will be recognized for reaching 15 Years-Service, one employee recognized for reaching 25 Years' Service, and one employee recognized for reaching 5 Years-Service.

Responsible Staff Member: Various
Responsible Staff Member: Various Departments
Reviewed and Approved By:

Susan Blankenship, City Clerk
Attachments:
01-Staff Report - Employee Recognition 01 04 2022.docx
6 1
City of South Lake Tahoe
Report to City Council
Meeting Date: January 4, 2022
Title: City Employee Recognition
Location: Citywide
Responsible Staff Member: Various Department Directors
Background: Following past practice, new regular City employees are introduced to Council during a City Council meeting.

As part of the City’s Employee Recognition Program, employees who have reached five, ten, fifteen, twenty and twenty-five years of service are recognized for their achievements and contributions to the City.

New Regular City Employees:

Finance Department
Mayra Bahr – Accountant I
Police Department
Angela Foe – Public Safety Dispatcher
Service Awards:

Public Works
Luis Garcia - 15 Years’ Service
Gregory Fisk – 25 Years’ Service (4/30/2021)
Fire
Brenen Davis - 15 Years’ Service
Police
Joseph Acker - 5 Years’ Service
Council Agenda Report January 4, 2022 Page 1 of 1
7 City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
Meeting Date: January 4, 2022
Agenda Item #: 2.

Agenda Item: City Council Meeting Minutes
Executive Summary: City Council is asked to formally approve the December 7, 2021 Regular City Council meeting minutes.

Requested Action / Suggested Motions: Pass a Motion to approve the December 7, 2021 Regular City Council meeting minutes.

Responsible Staff Member: Susan Blankenship, City Clerk Responsible Staff Member: Susan Blankenship, City Clerk (530) 542-6005 Reviewed and Approved By:

Susan Blankenship, City Clerk
Attachments:
12 07 2021 Minutes.docx
8 1
City of South Lake Tahoe
City Council
Meeting Minutes
Tuesday, December 07, 2021 at 9:00 AM
City Hall - Council Chambers - 1901 Lisa Maloff Way, South Lake Tahoe City Council
Tamara Wallace, Mayor
Devin Middlebrook, Mayor Pro Tem
Cody Bass, Councilmember
Cristi Creegan, Councilmember
John Friedrich, Councilmember
Mission of the City Council
The City Council exists to represent the public
interest, to oversee the City's operations and to
plan for the City's future.

NOTE: The Meeting Minutes represent actions taken during the meeting of the City Council. Complete Council members discussions on Regular Session meeting items can be viewed in archived video recordings on the City’s website at http://www.cityofslt.us Public submittals on items are retained in the administrative record and can be viewed in the City Clerk’s repository at http://www.cityofslt.us
Call to Order/Pledge of Allegiance
At 9:03 a.m. Mayor Wallace called the meeting to order. Wallace then led the pledge of allegiance to the flag.

Roll Call
Present were Mayor Wallace, Councilmembers Bass, Creegan, Friedrich and Middlebrook. Also present were City Manager Irvin, City Attorney Stroud and City Clerk Blankenship.

City Council Reorganization

1. 2022 Mayor and Mayor Pro Tem Selection
Action: Middlebrook/Creegan
Yes: Creegan, Friedrich, Middlebrook and Wallace
No: Bass
Action: Passed Motion 2021-083 selecting Councilmember Middlebrook as Mayor and Councilmember Creegan as Mayor Pro Tem for the year 2022.

Public Comment was heard from the following people:

1. Ed Mosur

2. Peggy Bourland
Written Comment was received from the following people:

3. Olivia Clemens

4. Saundra Edwards

5. Danny Elfman

6. Wally Pinniped

7. Dennis Weaver

8. Paul Weitz

9. CristiCreegan (not Councilmember Creegan)

10. DevinMiddlebrookLivesAt

11. TamaraWallaceLivesAt
9 2
Note: City Council took a brief recess to reset the room for the newly appointed Mayor and Mayor ProTem.

Recognitions

2. City Employee Recognitions
Action: Dan Bardzell, Assistant City Attorney and John Debler, Maintenance Technician II were introduced to City Council. Mark Gibbs, Airport Manager was recognized for reaching 5 YearsService.

Public Communications
Public Comment was heard from the following people:

1. Duane Wallace, South Tahoe Chamber – Juvenile Detention Center, CTC Motel 6 Sale, EDC Services, Fuels reduction, City Council COVID response

2. Peggy Bourland – Non-profit funding policy

3. Name not provided – South Shore Drive neighbor dispute

4. Janet McDougal – Non-profit funding policy, thank you to City Clerk and City Attorney

5. Ed Mosur –Information request, City’s Non-profit funding policy, Non-profit funding to Boys and Girls Club, Motel 6 housing

6. Stacey Ballard – Arts, Culture, and Tourism Commission Written comment was received from the following people:

7. Edward Bastillos – Devin Middlebrook

8. Dennis Weaver – Tamara Wallace

9. Danny Elfman – Tamara Wallace

10. libertymail.net – redaction policy

11. Olivia Clemens – Devin Middlebrook

12. CristiCreegan (not Councilmember Creegan)

13. DevinMiddlebrookLivesAt

14. TamaraWallaceLivesAt

15. CristiCreeganResidesAt
City Commission Reports

3. Annual Reports - TRPA Advisory Planning Commission, and El Dorado County Community Action Council
Action: Received reports.

The following people addressed City Council:

1. Barbara Kaufman, El Dorado County Commission on Aging

2. Susan Chandler, TRPA Advisory Planning Commission *written report distributed Note: Written report was received from Brian Conway, El Dorado County Community Action Council.

Presentations

4. Barton Health's 2021 Community Health Needs Assessment Action: Received presentation by Chris Proctor, Director of Community Benefit, Barton Health.

The following people addressed the City Council:

1. Chris Proctor, Director of Community Benefit, Barton Health

2. Natasha Schue, Community Relations and Outreach, Barton Health *PowerPoint presentation distributed.

Public Comment was heard from the following people:

3. Scott Robbins

4. Susan Chandler

5. Stacey Ballard
10 3
Consent Agenda
Action: Moved/Seconded: Bass/Creegan
Yes: Bass, Creegan, Friedrich, Middlebrook and Wallace
Action: Passed Consent Agenda

5. City Council Meeting Minutes
Action: Passed Motion 2021-084 to approve the November 2 and November 16, 2021 Regular City Council meeting minutes.

6. Fiscal Year 2020-21 Quarterly Financial Status Report - Quarter Ending September 2021 Action: Received and filed.

7. Investment Portfolio Report - September 30, 2021
Action: Received and filed.

8. Clean Tahoe 2020-2021 Annual Report and 2021-2022 Budget Action: Received Clean Tahoe 2020-2021 Annual Report. Passed Motion 2021-085 adopting Clean Tahoe 2021-2022 Budget.

9. City Salary Table Amendments - Minimum Wage Increase Action: Passed Resolution 2021-100 amending the City Salary Table to incorporate a mandated minimum wage increase.

10. Police Vehicle Purchase
Action: Passed Resolution 2021-101 authorizing the purchase of one (1) Jeep 4xe Plug-in Hybrid Electric Vehicle (PHEV) using existing budget appropriations of up to $68,925.13 in PD Vehicle Replacement account and authorizing the City Manager to enter into contracts for additional Police Vehicle Purchases not to exceed $231,074.87.

11. Police Boating Safety and Enforcement Program
Action: Passed Resolution 2021-102 accepting Grant Award from California State Parks, Division of Boating and Waterways Agreement in an amount up to $56,464.00 and accepting El Dorado County Vessel Property Taxes in an amount up to $41,455.00 for the Police Boating Safety and Enforcement Program.

12. American Rescue Plan Act Funds Appropriation for Services Center Maintenance.

Action: Passed Resolution 2021-103 authorizing $80,000 of American Rescue Plan Act (ARPA) funds for use toward Services Center Maintenance.

Regular-Unfinished Business

13. Guidelines for Dark Sky Municipal Lighting Standards and Presentation Action: Received Presentation by Michael Marlin, IAU Dark Sky Ambassador and IDA Dark Sky Delegate. City Council provided direction to the City Manager and staff.

The following person addressed City Council:

1. Michael Marlin, IAU Dark Sky Ambassador *PowerPoint presentation Public Comment was heard from the following people:

2. Duane Wallace

3. Stacey Ballard

4. Matt Miller

5. Steve Teshara, Tahoe Chamber
11 4
Regular-New Business

14. Resolution to Aspire Towards Citywide 100 Percent Renewable, Carbon-Free Electricity, 24/7 by 2030
Action: Friedrich/Bass
Yes: Bass, Creegan, Friedrich, Middlebrook and Wallace
Action: Passed Resolution 2021-104 Aspiring Towards Citywide 100 Percent Renewable, Carbon-Free Electricity, 24/7 by 2030.

The following people addressed City Council:

1. Zoe Kusnick, Civic Spark Fellow *PowerPoint presentation distributed Public Comment was heard from the following people:

2. Duane Wallace

3. Molly Armanino

4. Ed Mosur

5. Megan Gallagher

6. Nick Exline

7. Lauren

8. Colleen

9. David Gabriel

10. Kim Carr

11. Rebecca Bryson

12. Jackson Reallo

13. Merelle Lowell

14. Scott Robbins

15. Steve Teshara, Tahoe Chamber

16. Stacey Ballard

17. Natalie Yanish, Contractors Association Truckee-Tahoe

18. Mariah Lindburgh

19. Meredith Anderson

20. No name provided
Written Comment was received from the following people:

21. Molly Armanino *written material distributed

22. David Carnegie

23. Bonnie Driscoll

24. Bob Niedermeier

25. Midge Breeden

26. Jennifer Callahan

27. Rachel Friedman

28. Janice Heil

29. Krissy Kenny

30. League to Save Lake Tahoe

31. Marisa McGrew

32. Kaimana McGuire

33. Sue Norman

34. Sarah Steele

35. Nick Speal

36. Carl Nightingale

15. South Tahoe Refuse Interim Year Rate Adjustment
Action: Wallace/Creegan
Yes: Bass, Creegan, Friedrich, Middlebrook and Wallace
Action: Passed Motion 2021-086 approving South Tahoe Refuse Interim Year Rate Adjustment of $1.56 per month for residential customers and $1.85 per cubic yard for commercial customers. 12 5
The following person addressed City Council:

1. Jeff Tillman, South Tahoe Refuse
Public Comment was heard from the following person:

2. Ed Mosur

16. South Tahoe Refuse - Clean Tahoe Program Franchise Agreement Amendment Action: Wallace/Creegan
Yes: Bass, Creegan, Friedrich, Middlebrook and Wallace
Action: Passed Motion 2021-087 approving amendments to South Tahoe Refuse Franchise Agreement C-167-2021 to include the Clean Tahoe program and services.

Note: Staff distributed a PowerPoint presentation.

17. Approval of Airport Food & Beverage Lease & Concession Agreement with Flight Deck Sports Bar & Grill, LLC
Note: Councilmember Creegan noted that the contract beginning year should be 2022 not 2021.

Action: Passed Motion 2021-088 authorizing the Mayor to execute an Airport Food & Beverage Lease & Concession Agreement C-168-2021 with Flight Deck Sports Bar & Grill, LLC for a fiveyear contract period beginning amended to January 5, 2022 and ending January 5, 2027, Action: Bass/Creegan
Yes: Bass, Creegan, Friedrich, Middlebrook and Wallace
The following person addressed City Council:

1. Sheila Benson, Manager, Flight Deck Sports Bar & Grill, LLC

18. Participation in National Opioid Litigation Settlement Action: Wallace/Bass
Yes: Bass, Creegan, Friedrich, Middlebrook and Wallace
Action: Passed Resolution 2021-105 authorizing City participation in the National Opioid Litigation Settlement and authorizing the City Attorney to execute the related participation agreements, C-164-2021 and C-165-2021.

19. Charter City Discussion
Note: Written material distributed by Councilmember Bass Action: Received report.

Note: Staff distributed a PowerPoint presentation.

City council provided consensus to not actively pursue placing a ballot measure to become a Charter City in the November 2022 election. City Council provided the following direction:

1. Development Services to include transfer tax in the Housing Revenue Study

2. Hold a Community Conversation on becoming a Charter City (provide draft)

3. Reach out to the State Legislature to see if there is an appetite to allow General Law cities to regulate transfer tax

4. Public Works provide analysis regarding benefits of becoming a Charter City in the RFP process

5. Include Charter City revenue item in the next Annual Budget workshop for community involvement
Public Comment was received from the following people:

1. Ed Mosur

2. David Gregorich

20. City Council Assignments to Boards and Commissions
Action: Bass/Wallace
Yes: Bass, Creegan, Friedrich, Middlebrook and Wallace
Action: Passed Motion 2021-089 approving 2022 City Council assignments as presented with the following changes: JPA Recreational (Middlebrook), Councilmember Bass will keep all current 13 6
assignments with the following edits: LAFCO (Wallace), elimination of the Short-Term Economic Recovery Task Force and Transformational Change Subcommittees, and Mayor positions (Middlebrook).

Public Comment was received from the following person:

1. Ed Mosur
Agenda Planning Calendar

21. Agenda Planning Calendar
Action: Received.

Updates and Announcements (City Attorney, City Clerk, City Manager) City Clerk

1. Commission Solicitations

2. Leadership Lake Tahoe presentation

3. January 4, 2022 next meeting
City Manager

1. Festival of Winter Lights Event

2. Non-profit funding policy

3. Arts, Culture and Tourism Commission meeting schedule

4. OPATs registration beginning December 8, 2021
Councilmember Reports and Comments - Assignments to Boards, Committees, and Commissions Councilmember Wallace

1. Tahoe Prosperity Center- Envision Tahoe meeting

2. Christmas tree lighting at Heavenly Village

3. Thank you to everyone – year as Mayor

4. Juvenile treatment center closure (CB second)
Councilmember Bass

1. Thank you to Councilmember Wallace

2. Non-profit funding policy
Councilmember Friedrich

1. Lake Tahoe Unified District 2X2 upcoming meeting

2. Multi-Cultural Alliance Subcommittee upcoming meeting

3. TRPA upcoming meeting- invasive species in Tahoe Keys

4. Thank you to Councilmember Wallace

5. Booster shots/Happy Holidays

6. Citizens on Boards and Commission
Councilmember Creegan

1. Thank you to Councilmember Wallace

2. JPA and Clean Tahoe membership

3. Lake Tahoe Unified District 2X2 upcoming meeting

4. Police ride along participation
Mayor Middlebrook

1. Thank you for support as Mayor

2. Abandoned Vehicle JPA upcoming meeting

3. Tahoe Prosperity Center upcoming meeting

4. Ski Run Park upcoming meeting
Adjournment
At 3:08 p.m. Mayor Middlebrook adjourned the meeting.
14 7
______________________ _______________
Devin Middlebrook, Mayor Date
Attest:
__________________________
Susan Blankenship, City Clerk
The presence of electronic signature certifies that the foregoing is a true and correct copy as approved by the South Lake Tahoe City Council
15 City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
Meeting Date: January 4, 2022
Agenda Item #: 3.

Agenda Item: 2021 Reimbursement Agreement with Southwest Gas Executive Summary: The Public Works Department recommends entering into a reimbursement agreement with Southwest Gas where the City will waive certain pavement restoration requirements for Southwest Gas construction projects in exchange for funding the City's paving account at a rate of $5 per square foot for restoration that would have otherwise been required. This agreement will help partially fund the City's annual paving program for the 2022 construction season.

Requested Action / Suggested Motions: Pass a Resolution authorizing the execution of a Reimbursement Agreement with Southwest Gas and amending the Street Overlay Program account by appropriating $1,883,300 of in lieu paving funds from Southwest Gas for the purpose of funding the 2022 Road Rehabilitation Project.

Responsible Staff Members: Randy Carlson, Associate Civil Engineer and Mark Frisina, Resident Engineer
Responsible Staff Member: Randy Carlson, Associate Civil Engineer (530) 542-6033 Mark Frisina, Resident Engineer (530) 542-7415
Reviewed and Approved By:

Susan Blankenship, City Clerk
Olga Tikhomirova, Director of Finance
Heather Stroud, City Attorney
Attachments:
01-Staff_Report_-_Reimbursement_Agreement_with_Southwest_Gas.docx 02-Reimbursement_Agreement_with_Southwest_Gas (1).docx
03_Resolution_Budget_Amendment__Southwest_Gas_Reimbursement_Agreement_ (2).docx 16 Council Agenda Report- January 4, 2022 Page 1 of 2
City of South Lake Tahoe
Report to City Council
Meeting Date: January 4, 2022
Title: Reimbursement Agreement with Southwest Gas
Location: Citywide
Responsible Staff Member: Randy Carlson, Associate Civil Engineer, (530) 542-6033 Mark Frisina, Resident Engineer, (530) 307-9607
Background: In 2019, Southwest Gas Corporation (SWG) began their Vintage Steel Pipe (VSP) Replacement Project. The SWG project plans to replace all the steel gas lines within the City of South Lake Tahoe that were installed prior to 1970. These pipes no longer meet current code; therefore, Southwest Gas plans to replace them over the next 7-10 years. The amount of gas line installed prior to 1970 is extensive and runs throughout approximately 2/3 of City streets. Replacement of this pipe will require Southwest Gas to dig long trenches in the majority of the City’s streets as well as install new gas service lines to most of the older homes within the City. This will have a significant impact on the City streets and will require repaving a majority of the streets.

The Public Works Department oversees Southwest Gas’s construction and requires them to meet the City’s Public Improvement and Engineering Standards (PIES) for all improvements. Standard Details 60 and 62 from the PIES require that any utility trench over 250 feet in length, or when 4 or more service lateral trenches are dug within a City block, the utility company is required to repave a full lane through the affected area.

Paving roads is outside SWG’s area of expertise, as well as very costly for them to implement. Therefore, they are interested in an alternative to the City’s paving requirements. A solution agreeable to SWG and the City is for SWG to pay an in-lieu fee to the City instead of using their contractor to pave City streets. The inlieu pavement fees will accumulate in the City’s Paving Fund for the annual Pavement Rehabilitation Project to pave selected streets within the City.

The City implemented a similar agreement with Southwest Gas for the 2019 and 2020 construction seasons.

These agreements have supplemented the City paving fund with $1,306,640 worth of paving funds to date, which have been used each year as a part of the City’s annual paving project.

Issue and Discussion: The Public Works Department proposes an agreement with SWG that would permit them to deposit funds into the City’s Paving Fund in exchange for not being required to meet certain paving requirements from Standard Details 60 and 62 of the City’s PIES. The Public Works Department sees the following advantages to approving such an agreement:

1. Economy of Scale - Large scale paving projects administered by the City will likely result in a greater volume of paving for a more competitive price.

2. Selection of Streets to be Paved - The City will determine which roads are in the greatest need of repaving and develop the annual Pavement Rehabilitation Project accordingly.

3. Selection of Pavement Treatments - The City will decide which pavement treatment is best suited for each roadway (i.e. cape seal, micro-pave, crack seal, or grind and overlay). 17 Council Agenda Report- January 4, 2022 Page 2 of 2

4. Quality of Pavement Work - The roads reconstructed as a part of the City’s annual Pavement Rehabilitation Project will likely be higher quality and last longer due to the materials the City specifies and construction oversite provided by the City.

Southwest Gas is also interested in entering into the proposed agreement for the following reasons:

1. Allows SWG to concentrate on gas line replacements, rather than paving.

2. Allows SWG to speed up construction while also causing less disturbance in the neighbourhoods they’re working in.

3. Greater efficiency results in a cost savings to utility customers.

4. Paving is not their area of expertise; SWG prefers paving contractors do the work instead.

Financial Implications: This agreement stipulates that Southwest Gas will pay the City $5 per square foot of paving they are not required to place as a part of their VSP replacement program. During the 2021 construction season, 376,660 square feet of asphalt were not paved that would have otherwise been required to be paved. The proposed agreement will result in $1,883,300 of in lieu paving expenses that Southwest Gas will deposit into the City Paving Fund (301-50005) for the 2022 construction season.

If this agreement is not approved, the Public Works Department will require SWG to repave the sections of road they worked on during 2021 and there will be no financial implications to the City.

Environmental Considerations: Approving this reimbursement agreement is not a project subject to environmental review under California Environmental Quality Act (CEQA) Guidelines section 15378(b)(4) because it is the creation of a government funding mechanism which does not involve any commitment to any specific project which may result in a potentially significant impact on the environment.

Policy Implications: This agreement would require the City Council to waive the overlay paving requirements outlined in the City PIES Standard Drawings 60 and 62. This is a onetime waiver for SWG that only applies to the 2021 construction season.

A similar agreement is anticipated for each year SWG works on their VSP replacement program. Receipt of a payment in lieu of SWG pavement grind and overlay work will provide a consistent stream of revenue for the City’s Paving Fund and would allow Public Works to rehabilitate many of the streets within the City. The Public Works Department estimates that over the next 7-10 years, SWG will likely need to replace approximately $20,000,000 worth of asphalt in order to complete their project. If similar agreements are approved in the future, this approach will help supplement the City Paving Program funding for multiple future years.
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CITY OF SOUTH LAKE TAHOE

AGREEMENT

FOR ROAD REPAIRS
This Agreement is made and entered into as of the 4th day of January 2022 by and between the City of South Lake Tahoe, a municipal corporation (“City”) and Southwest Gas Corporation, a California corporation (“SWG”).

RECITALS
A. In Spring 2021, SWG commenced a project to repair and replace vintage steel gas lines which are located under certain streets within the City. The repair and replacement project is located in multiple neighborhoods throughout the City of South Lake Tahoe in accordance with plans and the schedule attached hereto as Exhibit “A” (“2021 Vintage Steel Pipe Replacement Project”) B. In accordance with a Franchise Agreement between the City and SWG dated August 30, 2017, SWG performs gas main and service line replacements and repairs that include cutting or grinding the pavement surface to allow trenching and subsurface excavations within the City’s public rights-ofway.

C. As provided in the Franchise Agreement, after making gas line repairs, SWG is required to repair the section of the road impacted by the gas line repairs in accordance with the City’s Public Improvements and Engineering Standards (PIES).

D. The City’s PIES requires full-width traffic lane pavement surface grinding and asphalt concrete overlay, two inches in depth where trenching work extends 250 linear feet or more. In addition, transverse pavement trenching in excess of 3 road cuts within 250 lineal feet of roadway also require full-width traffic lane(s) of pavement surface grinding and asphalt concrete overlay, two inches in depth.

E. For the purpose of the 2021 Vintage Steel Pipe Replacement Project, SWG prefers to limit the extent of pavement repair work performed by SWG and SWG prefers to compensate the City in the amount provided in Exhibit B for the cost of pavement grinding and overlay of City streets required in accordance with the City’s PIES.
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F. For the purpose of the 2021 Vintage Steel Pipe Replacement Project, the City prefers receipt of payment from SWG in lieu of SWG performing the standard PIES required pavement grinding and overlay work.

G. The City has an annual pavement rehabilitation program that may involve grinding or pulverizing the full street width of existing pavement surfaces and paving streets with asphalt concrete pavement.

H. The City routinely enters into public works contracts to maintain City roads and may achieve economies of scale by including more road sections in future contracts.

I. The parties desire to enter into this Reimbursement Agreement to achieve efficiencies and better service for their respective customers.

AGREEMENT

1. SWG Obligations.
a. During 2021, SWG implemented its gas line repair and replacement project in multiple neighborhoods throughout the City of South Lake Tahoe in accordance with plans and the schedule attached hereto as Exhibit “A” and referred to herein as the 2021 Vintage Steel Pipe Replacement Project.
b. Instead of repaving the City-maintained roads following the 2020 Vintage Steel Pipe Replacement Project, SWG agrees to make permanent trench repairs and compensate the City, in the amount provided in Exhibit B, to repave the sections of City-maintained roads SWG would have repaved under the PIES (“Repavement Work”). For the purposes of this Agreement, the permanent trench repairs performed by SWG are defined as repairing the pavement the width of the trench (minimum of 4 ft) with 4” minimum compacted AC or match existing AC depth.
c. SWG shall pay City for Repavement Work in the amount provided in Exhibit B. SWG’s payment shall be made in a lump sum amount within 30 days of receiving a written payment request from the City.

2. City Obligations.
a. All Repavement work performed by the City shall be completed under a public works contract for road repair and be awarded through a competitive bid process in accordance with California 20 3
Public Contract Code, section 22030 et seq. City shall pay prevailing wage for the Repavement Work in accordance with California Labor Code section 1770 et seq. City will complete the paving of the Repavement Work at the appropriate time, in its sole discretion, based on the City’s annual paving needs and priorities.
b. City shall send to SWG a written reimbursement request. c. City shall use the funds received for the Repavement Work towards repaving roads within the City of South Lake Tahoe.

3. Term/Time of Performance. This Agreement shall be effective as of the date written above, and shall terminate six months after the effective date, or sooner if full reimbursement has been made in accordance with the provisions of this Agreement or this Agreement is terminated in accordance with Section 4.

4. Termination. This Agreement may be terminated by City or SWG for cause or without cause upon thirty days (30) days written notice of termination. Upon termination, City shall be entitled to reimbursement for Repavement Work performed up to the effective date of termination.

Termination, revocation, or expiration of this Agreement shall not release either party from liability resulting from an event which occurred prior to such termination, revocation or expiration.

5. Indemnity. SWG shall defend, indemnify, and hold the City, its officers, officials, employees, and volunteers harmless against and from any and all claims, suits, losses, damages, and liability for damages of every name, kind, and description, including attorney’s fees and costs incurred, brought for, on or account of, injuries or death to any person, including but not limited to workers, City employees, and the public, or damage to property, or any economic or consequential losses, which are claimed to or in any way arise out of SWG’s performance under this Agreement, except for the sole or active negligence of the City, its officers and employees, or as expressly prescribed by statute.

This duty of SWG to indemnify and save City harmless includes the duties to defend set forth in California Civil Code section 2778.

City shall defend, indemnify, and hold SWG, its officers, officials, employees, and volunteers harmless against and from any and all claims, suits, losses, damages, and liability for damages of every name, kind, and description, including attorney’s fees and costs incurred, brought for, on or account of, injuries or death to any person, including but not limited to workers, SWG 21 4
employees, and the public, or damage to property, or any economic or consequential losses, which are claimed to or in any way arise out of City’s performance under this Agreement, except for the sole or active negligence of SWG, its officers and employees, or as expressly prescribed by statute. This duty of City to indemnify and save SWG harmless includes the duties to defend set forth in California Civil Code section 2778.

6. Insurance Requirements. City and SWG attest to having adequate insurance for General Liability and Automobile Liability, and in accordance with California Labor Code section 3700 for Workers’ Compensation and shall provide evidence of insurance if requested to do so by the other party.

7. Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below.

Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section.

If to City: Public Works Director
City of South Lake Tahoe
1740 D Street
South Lake Tahoe, CA 96150
Provide a copy to:City Attorney’s Office
City of South Lake Tahoe
1901 Lisa Maloff Way, Suite 300
South Lake Tahoe, CA 96150
If to SWG: Supervisor/Engineering
Southwest Gas Corporation
P.O. Box 1190
Carson City, NV 89701

8. Assignment. Neither party shall assign this Agreement or any part thereof of any monies due hereunder.

9. No Third Party Beneficiaries. This Agreement shall not be deemed to confer any rights upon any individual or entity which is not a party hereto, and the Parties hereto expressly disclaim any such third-party benefit.

10.Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement.
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11.Dispute Resolution. Any dispute concerning this Agreement will be first submitted to the City Manager or his designee for resolution. If no resolution is reached, such dispute shall be submitted to the City Council. The decision of the City Council shall be final and shall be appealable only to the El Dorado Superior Court pursuant to California Code of Civil Procedure §1094.5, and as provided by law.

12.Controlling Law Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in the Superior Courts in the County of El Dorado, South Lake Tahoe Division.

13.Amendments. This Agreement may be modified or amended only by a written document executed by both SWG and City and approved as to form by the City Attorney.

14.Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.

15.Entire Agreement. This Agreement constitutes the complete and exclusive statement of Agreement between City and SWG. All prior written and oral communications, including correspondence, drafts, memoranda, and representations, are superseded in total by this Agreement.

16.Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the Parties when at least one copy hereof shall have been signed by both Parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

17.Authority to Enter Agreement. The Parties have all requisite power and authority to conduct their business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above.

CITY OF SOUTH LAKE TAHOE: SOUTHWEST GAS CORPORATION:

By___________________________ By ________________________________ Mayor Brad Harris, VP/Northern Nevada Division
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APPROVED AS TO FORM:

By____________________________
Heather Stroud, City Attorney
ATTEST:

By____________________________
Susan Blankenship, City Clerk
Attachments:

Exhibit A – Plans and Schedule
Exhibit B – Cost Estimate for Repavement Work
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EXHIBIT A
PLANS
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9 EXHIBIT B

COST ESTIMATE FOR REPAVEMENT WORK
SWG Work
Order
Area of Work Square footage of
paving required
WR 4174655 Industrial Avenue - Entire Length 21,679
WR 4174772 Shop Street - Entire Length 54,568
WR 4174772 D Street – Lake Tahoe Boulevard to Julie Lane 36,803 WR 4179325 Julie Lane – Lake Tahoe Boulevard to F Street 49,802 WR 4179323 F Street – Tata Lane to Margaret Avenue 7,705 WR 4179325 F Street - Margaret Avenue to Julie 3,389
WR 4179321 Delta Street – Entire Length 10,353
WR 4181017 Margaret Avenue – Delta Ave to B Street 3,471 WR 4181017 B Street – Julie Lane to Tata Lane 10,213
WR 4185998 B Street – Tata Lane to Bonanza Avenue 4,968 WR 4181017 Dedi Ave – Delta Street to B Street 4,342
WR 4179322 Kyburz Avenue – Melba Drive to E Street 26,568 WR 3626209 Jean Ave – Helen Avenue to Winnemucca Avenue 12,528 WR 3626209 Winnemucca Avenue – Barton Avenue to cul-de-sac 63,310 WR 3626205 Barton Avenue - Winnemucca Avenue to Grocery Outlet 11,978 WR 3626205 Helen Avenue - Truckee Drive to Winnemucca Avenue 12,663 WR 3626205 Barton Avenue – Winnemucca Avenue to Second Street 15,210 WR 3626205 Helen Avenue - Third Street to Winnemucca Avenue 20,160 WR 3626209 Elm Avenue – Entire Length 6,950
Total 376,660
The City performed an economic analysis and determined that the cost of paving has not increased since the last reimbursement agreement was executed, so the City will not require a CPI adjustment to the agreed upon price per square foot. The payment rate of $5 per SQFT for paving will be used.

City shall contact SWG if the square footage of paving required is different from the 376,660 SQFT calculated above.

Estimated total payment $1,883,300.00.
27 Resolution 2022-XXX January 4, 2022 Page 1 of 2
Resolution 2022-XXX
Adopted by the City of South Lake Tahoe
City Council
January 4, 2022
Amending the FY 21-22 Street Overlay Program Fund Budget

BACKGROUND
A. In the Spring of 2019, Southwest Gas Corporation (SWG) commenced work on an annual project to repair and replace vintage steel pipe gas lines which are located under certain streets within the City. The 2021 Vintage Steel Pipe Replacement Project was located on Industrial Avenue, Shop Street, D Street, Julie Lane, F Street, Delta Street, Margaret Avenue, B Street, Dedi Avenue, Kyburz Avenue, Jean Avenue, Winnemucca Avenue, Barton Avenue, Helen Avenue, and Elm Avenue of South Lake Tahoe.

B. In accordance with a Franchise Agreement between the City and SWG dated August 30, 2017, SWG performs gas main and service line replacements and repairs that include cutting or grinding the pavement surface to allow trenching and subsurface excavations within the City’s public rights-of-way.

D. The City’s PIES requires full-width traffic lane pavement surface grinding and asphalt concrete overlay, two inches in depth where trenching work extends 250 linear feet or more.

In addition, transverse pavement trenching in excess of 3 road-cuts within 250 lineal feet of roadway also require full-width traffic lane(s) of pavement surface grinding and asphalt concrete overlay, two inches thick.

E. For the purpose of the 2021 Vintage Steel Pipe Replacement Project, SWG prefers to limit the extent of pavement repair work performed by SWG and SWG prefers to reimburse the City for the cost of pavement grinding and overlay of City streets required in accordance with the City’s PIES.

F. For the purpose of the 2021 Vintage Steel Pipe Replacement Project, the City prefers receipt of payment from SWG in lieu of SWG performing the standard PIES required pavement grinding and overlay work.

H. The City routinely enters in to public works contracts to maintain City roads and may achieve economies of scale by including more road sections in future contracts. 28 Resolution 2022-XXX January 4, 2022 Page 2 of 2
I. The parties desire to enter into this Reimbursement Agreement to achieve efficiencies and better service for their respective customers.

BASED ON THE FACTS SET FORTH IN THE BACKGROUND, BE IT RESOLVED, that the City Council of the City of South Lake Tahoe hereby:

1. Authorizes and directs the Mayor to execute the agreement with Southwest Gas attached hereto as Exhibit A; and

2. Amends the Street Overlay Program account (301-50005) by appropriating $1,883,300 of in fee in lieu of paving funds from Southwest Gas into revenue code 34415 and expense code 48030 for the purpose of funding the 2022 Road Rehabilitation Project.

Adopted by the City of South Lake Tahoe City Council on January 4, 2022 by the following vote:

Yes:

No:

Absent:

Abstain:
__________________ Date:_____________
Devin Middlebrook, Mayor
Attest:
________________________
Susan Blankenship, City Clerk
The presence of electronic signature certifies that the foregoing is a true and correct copy as approved by the South Lake Tahoe City Council.
29 City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
Meeting Date: January 4, 2022
Agenda Item #: 4.

Agenda Item: Resolution Accepting and Appropriating $475,000 in TRPA Mitigations Funds to the Tahoe Valley Greenbelt & Stormwater Improvement Project Executive Summary: Project improvements proposed with the Tahoe Valley Greenbelt & Stormwater Improvement Project require purchasing property from the McDonald's Corporation and an easement from Prince Harold Properties. In July 2021, the TRPA Governing Board approved $425,000 of Air Quality Mitigation Funds for property acquisitions and $50,000 in Water Quality Mitigation Fund interest to fund design and permitting. The resolution accompanying this staff report accepts the TRPA Mitigation Funds and appropriates the funding to the Tahoe Valley Greenbelt and Stormwater Improvement Project.

Negotiations with McDonald's and Prince Harold Properties will result in purchase agreements.

Requested Action / Suggested Motions: Pass a Resolution accepting and appropriating $475,000 in TRPA Mitigation Funds to the Tahoe Valley Greenbelt & Stormwater Improvement Project.

Responsible Staff Member: Stan Hill, Engineering Manager Responsible Staff Member: Stan Hill, Engineering Manager (530) 542-6039 Reviewed and Approved By:

Susan Blankenship, City Clerk
Olga Tikhomirova, Director of Finance
Heather Stroud, City Attorney
Attachments:
01-Staff Report TRPA Mitigation Funds-2.docx
02-Project Location Map.pdf
03-Property Acquisition Map.pdf
04-Resolution TRPA Funding 20220104.doc
30 Council Agenda Report- January 4, 2022 Page 1 of 2
City of South Lake Tahoe
Report to City Council
Meeting Date: January 4, 2022
Title: Accept and Appropriate TRPA Mitigation Funding to Tahoe Valley Greenbelt and Stormwater Improvement Project
Location: Tahoe Valley drainage watershed, inclusive to the “Greenbelt” area located behind The Crossing (AKA “factory stores”) at the South Y and the drainage watershed extending between west F Street down to Tahoe Keys Blvd (see Attachment 02-Project Location Map).

Responsible Staff Member: Stan Hill, Engineering Manager (530) 542-6039 Background: The City Council adopted the Tahoe Valley Area Plan on June 2, 2015, which includes the Tahoe Valley Greenbelt and Stormwater Improvement Project as a vital environmental and community improvement project. Improvements envisioned with the Tahoe Valley Greenbelt and Stormwater Improvement Project provide multiple benefits as follows:
 Stormwater collection, conveyance, and treatment;
 Stream environment zone (SEZ) enhancements;
 Bicycle and pedestrian trail improvements; and
 Recreational amenities within the core of the Tahoe Valley town center (Greenbelt area).

The Greenbelt includes an area-wide stormwater treatment system designed in conjunction with the Tahoe Valley Stormwater Improvement elements in the watershed above and below the Greenbelt area.

Proposed Project improvements will lead to a reduction of pollutant loads entering the Upper Truckee River and Lake Tahoe. Improvements within the Greenbelt area include reconstruction of existing bike trails, construction of new bike trails, pedestrian walkways, and installation of playground equipment in the open forested area behind “The Crossing” stores.

Public Works has determined the Project will require two construction seasons to complete. Phase 1 of the Project will extend between west F Street down to Emerald Bay Road and the area between U.S. Highway 50 (AKA Lake Tahoe Blvd) down to Tahoe Keys Blvd. Phase 2 is the area located between Emerald Bay Road and Lake Tahoe Blvd, which is defined as the Greenbelt area. Phase 1 construction is scheduled to occur in 2022 and Phase 2 construction is scheduled for 2023.

Total Project construction cost is expected to be in the range of $12.5 million to $13.5 million. On February 16, 2020, Public Works was informed of a $6,922,904 grant award by the State Water Resources Control Board (SWRCB). The Proposition 1 grant agreement is pending SWRCB approval of reorganizing the Project into Phase 1 and Phase 2 plan sets with phased Project estimates demonstrating which Project phase will include the required stormwater related improvements represented within the grant application.

The SWRCB grant requires a 10% local match. City Council agreed to provide the 10% grant match before Public Works pursued the SWRCB grant and within a SWRCB required resolution memorializing the City’s commitment to provide the local 10% match. The Public Works continues to pursue the remaining grant funding needed to complete the entire Project.
31 Council Agenda Report- January 4, 2022 Page 2 of 2
Issue and Discussion: Project improvements are proposed on City-owned properties, affected California Tahoe Conservancy property, and private property that Public Works desires to purchase. The property the City intends to purchase is owned by the McDonald’s Corporation (see Attachment 03- Property Acquisition Map).

At the July TRPA Governing Board meeting, the Board approved Public Works’ request for $425,000 of Air Quality Mitigation Funds for the purchase price and closing costs of the two properties needed for construction of the Project. Public Works also requested $50,000 of Water Quality Mitigation interest to cover remaining design expenses that are not reimbursable by other grants acquired for the Project.

In addition to the two McDonald’s properties, an easement is needed on the parcel currently owned by Prince Harold Properties and occupied by CVS Pharmacy. Although Public Works inquired about an in-fee purchase of the small area of property located behind CVS Pharmacy, the property owner prefers to maintain ownership of the property. However, the owner is willing to sell the City an easement to allow construction of proposed pedestrian trail improvements.

Financial Implications: The use of TRPA Mitigation Funds for the purchase of the McDonald’s property in fee and the Prince Harold Properties easement does not directly affect the City’s General Fund.

Funding requested and approved by the TRPA Governing Board is sufficient to complete the needed property purchases and cover all related purchase closing costs.

Actions included with the accompanying resolution include the acceptance of TRPA Mitigation Funds approved by the TRPA Governing Board for acquisitions and miscellaneous design and permitting expenses for work not reimbursable by other design and permitting funding. In addition to accepting the TRPA Mitigation Funds, the resolution appropriates the funding to the Tahoe Valley Greenbelt and Stormwater Improvement Project for property acquisitions and project design. The TRPA Mitigation Funds do not include any required local matching funds.

Environmental Considerations: The Planning Commission adopted the CEQA, Mitigated Negative Declaration and Mitigation Monitoring and Reporting Plan for the Project on May 9, 2019. The Project TRPA and Lahontan permitting will be completed before construction of Project improvements.

A wetland delineation study was conducted within the existing drainage alignment. The study confirmed existing wetlands are located within the Project area. Public Works’ design and permitting consultant, Cardno recently submitted applications for State Water Resources 401 permit, U.S. Army Corp of Engineers 404 permit, and California Department of Fish & Wildlife, Stream Alteration permit. The noted permits must first be obtained before work can occur within lower drainageways of the Greenbelt area (Phase 2).

Policy Implications: Completing project improvements will assist with meeting the sediment and nutrient reductions mandated by the Lake Tahoe Total Maximum Daily Load (TMDL) program. Fulfilling mandated TMDL reduction goals will assist with maximizing residential housing allocations under TRPA Code section 50.5.2.E.2 (Distribution and Administration of Residential Allocations – TMDL Implementation).

The proposed resolution appropriates the TRPA Mitigation Funds to be used for needed property acquisitions and to supplement design costs that are not included as a part of work authorized under the existing Conservancy grant the City was awarded in 2020. City Council’s adoption of the proposed resolution will provide the needed funding to the Tahoe Valley Greenbelt and Stormwater Improvement Project (301-40030-48020 and 301-40030-48040) to complete the property purchases and provide additional project design funding to complete the Project bid documents. 32 South Y
Tahoe Valley Storm Water
Improvement Project Area Map
Department of
Public Works -
Engineering Division
Document Path: \\sltpublicworks\public works\GIS files\Projects\Engineering\TahoeValleyGreenbelt\TahoeValleyGreenbeltProjectMap.mxd 12/16/2019 ±
0 500 1,000
Feet
Tahoe Valley Greenbelt Location
Tahoe Valley SWIP Project Boundary
City Boundary
33 34
X
X
X
X
X
023-381-02 MC DONALDS CORPORATION
TOTAL AREA: 0.76 Acres PROPOSED ACQUISITION: 0.76 Acres SD
SD
SD
023-430-38 MC DONALDS CORPORATION
TOTAL AREA: 2.34 Acres PROPOSED ACQUISITION: 0.81 Acres TEMPORARY RIGHT-OF-ENTRY: 0.64 Acres Tahoe Valley Greenbelt Improvement Project
Project Exhibit
South Lake Tahoe, Californina
City of South Lake Tahoe
SHEET NO.

PROJECT NO.

DATE:

BY:

SCALE:

TVGS
12/02/21
Cardno
1"=100'
1 FOR INFORMATION ONLY
Disclaimer: This depiction was compiled from unverified public and private sources and is illustrative only. No representation is made as to accuracy of this information.

Parcel boundaries are particularly unreliable. Users
make use of this depiction at their own risk.

PROPOSED ACQUISITION

TEMPORARY RIGHT-OF-ENTRY FOR

CONSTRUCTION
35 Resolution 2022-XXX January 4, 2022 Page 1 of 1
Resolution No. 2022-________
Adopted by City of South Lake Tahoe City Council
January 4, 2022
Resolution Accepting and Appropriating Tahoe Regional Planning Agency (TRPA) Air Quality Mitigation Funds and Water Quality Mitigation Fund Interest for Property Acquisitions and Design for the Tahoe Valley Greenbelt and Storm Water Improvement Project
BACKGROUND:

A. The Department of Public Works requested $425,000 in Air Quality Mitigation Funding to fund property acquisitions and $50,000 to fund design for the Tahoe Valley Greenbelt and Stormwater Improvement Project (Tahoe Valley).

B. At the July TRPA Governing Board meeting, Public Works’ request for the acquisition and design funding was approved.

C. The Department of Public Works has identified two properties owned by the McDonald’s Corporation and an easement on property owned by Prince Harold Properties that are essential to the Tahoe Valley project.

D. The California Tahoe Conservancy (CTC) informed Public Works the awarded Proposition 68 grant awarded for the Tahoe Valley project could not be used to complete design work in an area not identified for improvements within the Proposition 68 grant application.

BASED ON THE FACTS SET FORTH IN THE BACKGROUND, BE IT RESOLVED, that the City Council of the City of South Lake Tahoe:

1. Accepts the TRPA Air Quality Mitigation funds for property acquisitions and the Water Quality Mitigation Fund interest for design of the Tahoe Valley Greenbelt and Stormwater Improvement Project.

2. Appropriates the accepted funding to the following Tahoe Valley accounts. 301-40030 Revenue (33311) TRPA Water Quality Mitigation Fund Interest (+) $50,000 301-40030 Revenue (33312) TRPA Air Quality Mitigation Funds (+) $425,000 301-40030 Expenditure (48020) Engineering Design (+) $50,000 301-40030 Expenditure (48040) Acquisitions (+) $425,000 Adopted by the City Council of the City of South Lake Tahoe on January 4, 2022 by the following vote:

Yes:

No:

Absent:

Abstain:

Attest:
_________________________ ____________________________
Susan Blankenship, City Clerk Devin Middlebrook, Mayor
36 City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
Meeting Date: January 4, 2022
Agenda Item #: 5.

Agenda Item: Ratification of Amendment to Professional Services Agreement with Wood Rodgers Executive Summary: The City executed an Agreement with Wood Rogers on December 3, 2019, for On-Call Traffic Engineering services. Since the original agreement, the Council has approved annual budget for these services, per the contract terms. The current expenditure requires a ratification of an amendment to the contract to ratify the compensation exceeding $50,000 to date and to clarify the total budget for the Agreement.

Requested Action / Suggested Motions: Pass a Motion authorizing and directing the Mayor to Execute Ratification of an Amendment to Agreement with Wood Rodgers for on-call traffic engineering services, with an amended not to exceed amount of $105,000.

Responsible Staff Member: Anush Nejad, Public Works Director Responsible Staff Member: Anush Nejad, Public Works Director (530) 542-6031 Reviewed and Approved By:

Susan Blankenship, City Clerk
Olga Tikhomirova, Director of Finance
Heather Stroud, City Attorney
Attachments:
01-Staff Report - Wood Rogers Contract Amendment Ratification.docx 02-C-149-2019 Wood Rogers City Traffic Engineer Agreement.pdf 03-Ratification of Wood Rodgers Amendment.docx
37 Council Agenda Report January 4, 2022 Page 1 of 2
City of South Lake Tahoe
Report to City Council
Meeting Date: January 4, 2022
Title: Ratification of Amendment to Professional Services Agreement with Wood Rodgers Location: Citywide
Responsible Staff Member: Anush Nejad, Director of Public Works (530) 542-6031 Background: On December 3, 2019, the City Council authorized a formal on-call contract with Wood Rodgers, an engineering consulting firm, for on-call traffic engineering services and passed a Resolution delegated Wood Rogers as the Authority to Act as the City of South Lake Tahoe Traffic Engineer. The Agreement for services specified hourly rates, and a not-to exceed amount of $35,000 for FY 2019–2020 (Account No. 100-03210-42020). The agreement stipulated an end date of December 31, 2022, and a not to exceed compensation in the amount of $35,000 without additional written authorization from the city. Subsequently, the City Council has approved a budget of $35,000 for FY 2020-21 and $35,000 for FY 2021- 2022 (Account No. 100-03210-42020), for a total of $105,000 for on-call traffic engineering services.

Issue and Discussion: Since the execution of the Agreement with Wood Rogers on December 3, 2019, the City has been approving task orders Traffic Engineering services per the approved budgets, per the contract terms. However, the compensation to date has exceeded $50,000, and Council approval is required to exceed that amount. The current expenditure requires a ratification of an amendment to the contract to ratify the exceedance and clarify the total budget for the contract.

Financial Implications: There is no fiscal impact as a result of this Amendment to the Professional Services. The budget for traffic engineering services have already been approved by the City Council with each of the budget approvals and work is within the current budget allocations.

Environmental Considerations: Approval of the Professional Services Agreement amendment is not considered a project by the California Environmental Quality Act (CEQA), because it does not involve any commitment to a specific project which may result in a potentially significant physical impact on the environment, as contemplated by Title 14, California Code of Regulations, Section 15378(b)(2)and 15378(b)(4) and is, therefore, not subject to CEQA pursuant to CEQA Guidelines Section 15060(c)(3).

Policy Implications: None.
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RATIFICATION OF AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT The Professional Services Agreement entered into on December 3, 2019, between the City of South Lake Tahoe, a municipal corporation (“CITY”) and Wood Rodgers Consulting, Inc. ("CONSULTANT'') is hereby amended as set forth below.

RECITALS
A. After execution of the Professional Services Agreement on December 3, 2019, the City Council appropriated an additional $35,000 for FY 2020-2021 and $35,000 for FY 2021-2022 for Traffic Engineering Services.

B. The parties wish to enter into this Ratification of Amendment to the Professional Services Agreement to amend the contract Compensation to a not-to-exceed $105,000.

AMENDMENT
The terms of the Professional Services Agreement are hereby amended as follows:

Section 3. Compensation. Compensation to be paid to Consultant shall be in accordance with the Schedule set forth in Exhibit B, which is attached hereto and incorporated herein by reference. In no event shall Consultant’s compensation, including travel, exceed $105,000.00.

Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to City at the time of payment. Payment is contingent upon compliance with all terms and conditions of this Agreement, as set forth herein. Consultant shall obtain prior written authorization from the City Project Manager for any costs in excess of budgeted amounts for each line item, task, or obligation under the Scope of Services.

IN WITNESS WHEREOF, the parties have caused this ratification of the amendment to the Professional Services Agreement to be executed on the date first written above.

CITY OF SOUTH LAKE TAHOE CONSULTANT
By: By:

Devin Middlebrook, Mayor Mark Rayback, President
APPROVED AS TO FORM: ATTEST
By: By:

Heather Stroud, City Attorney Susan Blankenship, City Clerk 54 EXHIBIT “B”

FEE SCHEDULE
Effective January 1, 2022

CLASSIFICATION STANDARD RATE
Principal Engineer/Geologist/Surveyor/Planner/GIS/LA* II $240 - $295 Principal Engineer/Geologist/Surveyor/Planner/GIS/LA* I $225 - $260 Senior Engineer/Geologist/Surveyor/Planner/GIS/LA* II $205 - $245 Senior Engineer/Geologist/Surveyor/Planner/GIS/LA* I $190 - $235 Project Engineer/Geologist/Surveyor/Planner/GIS/LA* II $180 - $225 Project Engineer/Geologist/Surveyor/Planner/GIS/LA* I $170 - $210 Engineer/Geologist/Surveyor/Planner/GIS/LA* II $155 - $200 Engineer/Geologist/Surveyor/Planner/GIS/LA* I $145 - $190 Assistant Engineer/Geologist/Surveyor/Planner/GIS/LA* $120 - $155 Designer $90 - $100
Senior CAD Technician/Graphics Designer II $145 - $180
Senior CAD Technician/Graphics Designer I $135 - $165
CAD Technician/Graphics Designer $120 - $150
Project Coordinator $120 - $160
Administrative Assistant $100 - $140
Construction Manager $155 - $165
Senior Inspector II $135 - $145
Senior Inspector I $125 - $135
Inspector II $115 - $125
Inspector I $100 - $110
Senior Field Technician I $120 - $130
Field Technician II $105 - $115
Field Technician I $95 - $105
1 Person Survey Crew $165 - $220
2 Person Survey Crew $215 - $320
3 Person Survey Crew $280 - $410
Consultants, Outside Services, Materials & Direct Charges Cost Plus 10% Overtime Work, Expert Witness Testimony and Preparation Rate Plus 50% *LA = Landscape Architect
Blueprints, reproductions, and outside graphic services will be charged at vendor invoice. Auto mileage will be charged at the IRS standard rate, currently 56.0 cents per mile.

Fee Schedule subject to change January 1, 2023.
55 City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
Meeting Date: January 4, 2022
Agenda Item #: 6.

Agenda Item: Ratification of Amendment to Professional Services Agreement with Sactech Executive Summary: The Finance Department utilized professional consulting services of Sacramento Technology Group, LLC (dba Sactech) to create a comprehensive Information Technology security policy. The amendment extends the term of the agreement through December 2021 allowing for staff to assess the resources and requirements for the subsequent phase.

Requested Action / Suggested Motions: Pass a Motion authorizing and directing the Mayor to Execute Ratification of Amendment to Professional Services Agreement with Sactech to increase the maximum compensation to not to exceed $63,800 and extend the term to December 14, 2021.

Responsible Staff Member: Olga Tikhomirova, Director of Finance Responsible Staff Member: Olga Tikhomirova, Director of Finance (530) 542-7431 Reviewed and Approved By:

Susan Blankenship, City Clerk
Olga Tikhomirova, Director of Finance
Heather Stroud, City Attorney
Attachments:
01-Staff Report Amendment PSA Sactech.docx
02-Amendent to Professional Services Agreement Sac Tech.docx 03-C-116-2020 Sacramento Technology Group Sep 2020.pdf
56 Council Agenda Report January 4, 2022 Page 1 of 1
City of South Lake Tahoe
Report to City Council
Meeting Date: January 4, 2022
Title: Ratification of Amendment to Professional Services Agreement with Sactech Location: Citywide
Responsible Staff Member: Olga Tikhomirova, Finance Director Background: Based on recommendations by the City’s Liability Insurance provider PARSAC (currently CIRA), the City procured services of and entered into a Professional Services Agreement with Sacramento Technology Group, LLC dba Sactech (“Consultant”) on September 14, 2020 under a cooperative purchasing contract CMAS #3-18-70-2300AA, for a one-year term through September 2021 in the amount of $48,800 to develop a baseline written Information Security Program (WISP) based on the National Institute of Standards & Technology (NIST) Cyber Security Framework.

Staff has been considering entering into the next phases to rollout the written program city wide with oversight measures, corrective action achievement, demonstrable enforcement, oversight monitors, and corrective action plans with recommendations around reasonable security policy and a road map for minimum viable privacy as required by pending privacy legislation throughout multiple US states.

Issue and Discussion: The Scope of Services for the original contract term is complete. The next phase has been initiated but required additional time, due to some difficulties in coordinating efforts during the COVID 19 pandemic and due to post-Caldor fire work priorities. Rather than entering into a contract for another year immediately, staff would like to further analyze and research the resources needed and available to complete the next phase. A ratification of an amendment to extend the term through December 2021 allows staff to explore the scope of services of the next phase and allows Sactec to present the City with a working document to review.

Financial Implications: Funds to pay for the additional three months ($15,000) are currently budgeted in account number 100-01840-42020 Professional Services. This budget will be utilized for the contract extension and services provided through December 2021.

Environmental Considerations: Award of this amendment is categorically exempt from review under California Environmental Quality Act (CEQA).

Policy Implications: A written National Institute of Standards and Technology (NIST) Cyber Security Framework (CSF), security program with an earnest focus on reasonable control goals, teamwork, security policy, and customer value helps the City utilize new US and State of California guidelines that protect critical infrastructure, 57 Council Agenda Report January 4, 2022 Page 1 of 1
consumer privacy, and core technologies of the city.

Policy & Program Confidentiality: Since a security program outlines all of the activities that a company performs to address cyber-risk and information security within an organization including due care when addressing data security, the City’s program must remain confidential on a “need-to-know” basis as it contains prescriptive threat intelligence, collaboration, technical controls, and incident management strategies that, if revealed publicly, may be used by advanced persistent threat actors to attack and compromise city resources. Subsequent phases will introduce public facing documents and a privacy program aspect that will include “need-to-know” information for citizens, visitors, and any applicable online consumers minimum viable information to exercise their data privacy rights when interacting with the City of South Lake Tahoe. 58 City of South Lake Tahoe – SacTech
PSA Amendment No. 1

RATIFICATION OF AMENDMENT TO PROFESSIONAL SERVICES

AGREEMENT
The Professional Services Agreement entered into on September 14, 2020, between the City of South Lake Tahoe, a municipal corporation (“CITY”) and Sacramento Technology Group, LLC dba Sactech ( “CONSULTANT”) is hereby amended as set forth below.

The terms of the Professional Services Agreement are hereby amended to read as follows:

Section 2. Term/Time of Performance. The services by Consultant were to commence upon the execution of the Agreement and continue for one year through September 2021. This ratification of amendment extends the term of agreement through December 2021. Consultant shall perform the services set forth in this Agreement and shall provide said services as specified in this Agreement. Consultant shall have no power or authority by this Agreement to bind City in any respect. This Amendment extends the term by three months to complete phase one of the Scope of Services as specified in Exhibit A and initiate phase 2. In addition, Staff would like to further analyze and research the resources available utilizing the current study prior to moving forward into phase 2.

Section 3. Compensation. Exhibit B, “Compensation Schedule," as attached to the Agreement was not to exceed $48,800. This amendment proposes the additional compensation set forth below and attached and incorporated herein by reference, outlines the fees and compensation which shall be paid pursuant to this Agreement. This Amendment proposes the following changes:

Exhibit B. Schedule of Charges and Timeline. Add the following additional budgets:

Estimated Fees (not to exceed) $15,000
Timeline: October – December 2021
Total Amended Contract (Not to Exceed): $63,800
59 City of South Lake Tahoe – SacTech
PSA Amendment No. 1
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above.

CITY OF SOUTH LAKE TAHOE CONTRACTOR
By: ________________________________ By: __________________________ Devin Middlebrook, Mayor George Usi, CEO
APPROVED AS TO FORM: ATTEST:
_____________________________ __________________________ Heather Stroud, City Attorney Susan Blankenship, City Clerk CITY SEAL:
60 ONO 4AUUmWM
This Agreement is made and entered into as of the I 4th day of September 2020 by and between the City of South Lake Tahoe, a municipal corporation (" City") and Sacramento Technology Group, LLC dba Sactech (" Consultant").

A. Consultant is specially trained, experienced and competent to pet -form the special services which will be required by this Agreement, B. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein.

C. City desires to retain Consultant to render professional services as set forth in this Agreement.

AGREEMENT
Scope of Services. Consultant shall perform the' services set forth in this agreement and shall provide said services at the time, place, and in the manner specified in this agreement. Consultant shall have no power or authority by this Agreement to bind City in any respect.

The Consultant agrees that it has satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Contract is based on such independent investigation and research.

All services provided by Consultant pursuant to this Agreement will be provided in accordance with the terms set forth in the Exhibit A, " Scope of Services," attached hereto and incorporated herein by reference. Exhibit B, Compensation Schedule," attached hereto and incorporated herein by reference, outlines the fees and compensation which shall be paid pursuant to this Agreement.

2. Term/ Time of Performance. The services by Consultant are to commence upon the execution of the Agreement and continue for one year. 61 3. Compensation. Compensation to be paid to Consultant shall be in accordance with the Schedule set forth in Exhibit B which is attached hereto and incorporated herein by reference. In no event shall Consultant' s compensation, including travel and out. -of -packet expenses, exceed $ 48,800 without additional written authorization from City. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to City at the time of payment. Payment is contingent upon compliance with all terms and conditions of this Agreement, as set forth herein. Consultant shall obtain prior written authorization from the City Project Manager for any costs in excess of budgeted amounts for each line item, task, or obligation under the Scope of Services.

4. Method of Payment. Consultant shall submit monthly billings to City describing the work performed during the preceding month. Consultant' s bills shall include a brief description of the services performed, the date the services were performed, the number of hours spent and by whom, the applicable hourly rate, and a description of any reimbursable expenditures. City shall pay Consultant no later than 30 days after approval of the monthly invoice by City staff.

5. Extra Work. At any time during the term of this Agreement, City may request that Consultant perform extra work. As used herein, " Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, extra work without prior written authorization from City.

6. Termination. This Agreement may be terminated by City or Consultant immediately for cause or without cause upon thirty days ( 30) days written notice of termination. Upon termination, Consultant shall be entitled to compensation for services performed up to the effective date of termination, and City shall be entitled to all work performed to that date.

Termination, revocation, or expiration of this Agreement shall not release either party from liability resulting from an event which occurred prior to such termination, revocation or expiration.

7. Ownership Of Documents.

All plans, studies, documents and other writings, including working notes and internal documents, prepared by and for Consultant, its officers, employees 62 and agents and subcontractors in the course of implementing this Agreement, shall become the property of City upon payment to Consultant for such work, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or to any other party.

Consultant shall, at Consultant' s expense, provide such reports, plans, studies, documents and other writings to City upon written request. All documents prepared by Consultant are confidential and shall be maintained to preserve their confidential nature. Release of any such documents to third parties shall only be made upon written consent of City.

8. Consultant' s Books and Records.
a. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City for a minimum period of three ( 3) years, or for any longer period required by law, from the date of final payment to Consultant for services provided pursuant to this Agreement.
b. Consultant shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three ( 3) years, or for any longer period required by law, from records shall be available at Consultant' s address indicated for the date of termination or completion of this Agreement.

C. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Auditor or a designated representative of these officers. Copies of such documents shall be provided to City for inspection at City offices when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the receipt of notices in this Agreement.
d. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Consultant' s business, City may, by written request by any of the above- named officers, require that custody of the records be given to City and that the records and documents be 63 maintained at City offices. Access to such records and documents shall be granted to any party authorized by Consultant, Consultant' s representatives, or Consultant' s successor - in -interest.

9. Independent Contractor. It is understood that Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and shall not act as an agent or employee of City.

Consultant shall obtain no rights to retirement benefits or other benefits which accrue to City' s employees, and Consultant hereby expressly waives any claim it may have to any such rights. All employees, agents, contractors or subcontractors hired or retained by Consultant are employees, agents, contractors or subcontractors of Consultant and not of the City.

City is not required to make any deductions or withholdings form the compensation payable to Consultant under the provisions of this Contract, and is not required to issue W- 2 Forms for income and employment tax purposes for any of Consultant' s assigned personnel. Any third party persons employed by Consultant shall be entirely and exclusively under the direction, supervision, and control of Consultant. Consultant hereby indemnifies and holds City harmless from any and all claims that may be made against City based upon any contention by any third party that an employer- employee relationship exists by reason of this Contract.

10. Interest of Consultant. Consultant, ( and principals, associates and professional employees of consultant) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered by this Agreement or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Consultant' s services hereunder. Consultant further covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement.

Consultant is not a designated employee within the meaning of the Political Reform Act because Consultant:
a. Will conduct research and arrive at conclusions with respect to his/ her rendition of information, advice, recommendation or counsel independent of the control and direction of City or of any City official, other than normal agreement monitoring; and,
64 b. Possesses no authority with respect to any city decision beyond rendition of information, advice, recommendation or counsel. [ FPPC

11. Professional Ability of Consultant. City has relied upon the professional training and ability of Consultant to perform the services hereunder as a material inducement to enter into this Agreement. Consultant shall therefore provide properly skilled professional and technical personnel to perform all services under this Agreement. All work performed by Consultant under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent professionals in Consultant' s field of expertise.

12. Compliance with Laws. Consultant shall comply with all applicable federal, state, regional and local laws, codes, ordinances and regulations in carrying out his/ her duties under this Agreement. Consultant shall observe and comply with all applicable laws, ordinances, regulations and codes of federal, state and local governments, and shall commit no trespass on any public or private property in performing any of the work authorized by this Agreement. The City, its officials, officers, elected officials, appointed officials and employees shall not be liable at law or in equity as a result of any failure of Consultant to comply with this section.

In the event it is determined that the Consultant is required to pay prevailing wages for the work performed under this Agreement, the Consultant shall pay all penalties and wages as required by law.

13. Licenses. Consultant represents and warrants to City that it has all licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required of Consultant to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals which are legally required of Consultant to practice its profession. Consultant shall maintain a City of South Lake Tahoe business license at all times services are performed under this Agreement. Consultant acknowledges that payments made pursuant to this Agreement may be withheld until this provision has been satisfied.

14. Indemnity, Consultant hereby agrees to and shall indemnify and hold harmless City, its elected and appointed boards, officers, agents, employees and volunteers from and against any liability for any and all claims, demands, actions, losses, damages and injuries, direct or indirect ( including any and all 65 costs and expenses in connection therein), arising out of this Agreement or caused in any way by Consultant' s negligent performance of this Agreement or its breach of its obligations contained in this Agreement, except for any such claims arising out of the negligence or willful misconduct of the City.

Consultant agrees to defend City from and against any and all losses, damages, claims costs and fees arising out Consultant' s negligent acts, errors, omissions, regarding this Agreement, the Consultant' s work under this Agreement, or the consultant' s Scope of Work.

City does not, and shall not, waive any rights against Consultant which it may have by reason of the aforesaid hold harmless agreement, because of the acceptance by City, or the deposit with City by Consultant, of any of the insurance policies hereinafter set forth.

This hold harmless agreement by Consultant shall apply to all damages and claims for damages, or alleged to have been suffered, by reason of any of the aforesaid operation of Consultant or any subcontractor, regardless of whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages.

Consultant further waives any and all rights to any type of express or implied indemnity or right of contribution from the City for any liability, claims, demands, costs, charges and expenses and causes of action of whatsoever arising out of or in any way connected with this Agreement, and consultant' s work under this Agreement.

15. Insurance Requirements.
a. Consultant, at Consultant' s own cost and expense, shall procure and maintain, for the duration of the contract, the following insurance policies.
i. Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employer' s Liability Insurance for his/ her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers'
Compensation Insurance and Employer' s Liability Insurance in accordance with the laws of the State of California for all of the subcontractor' s employees. Any notice of cancellation of all Workers' Compensation policies must be received by City 66 at least thirty ( 30) days prior to such change. Consultant shall provide thirty ( 30) days written notice of nonrenewal of any Workers' Compensation policies. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work
performed by Consultant for City.
ii. Commercial General Liability Coverage. Consultant shall maintain commercial general liability insurance no less broad than ISO form CG 00 01 in an amount not less than one million dollars ($ 1, 000, 000) per occurrence for bodily injury, personal injury and property damage. Coverage must be made on
the standard Occurrence form. Claims - Made forms are not acceptable without prior written consent of City. City of South Lake Tahoe must be endorsed as an additional insured for liability arising out of ongoing operation by on behalf of Consultant. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general
aggregate limit shall be at least twice the required
occurrence limit.
iii. Automobile Liability Coverage. Consultant shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired and non - owned vehicles, in an amount of not less than one million dollars ($ 1, 000, 000) combined single limit for each occurrence. iv. Professional Liability Coverage. Consultant shall maintain professional errors and omissions liability insurance for protection against claims alleging negligent acts, errors or omissions which may arise from Consultant or by its employees, or subcontractors. The amount of this insurance shall not be less than one million dollars ($ 1, 000, 000) on a claims -made annual aggregate basis, or a combined single -limit per occurrence basis.
67 b. Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing a AM Best' s rating of no less than A: Vll and shall be endorsed with the following specific language:

City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional
insured' s under Consultant' s General Liability and Automobile Liability policies with respect to liability arising out of this Agreement and/ or work performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work or operations.
ii. This policy shall be considered primary insurance as respects City, its elected or appointed officers, officials, employees, agents and volunteers. Any insurance maintained by City, including any self- insured retention City may have, shall be considered excess insurance only and shall not contribute with it.
iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each,
except with respect to the limits of liability of the insuring Consultant.
iv. The insurer waives all rights of subrogation against City except for Consultant' s Professional Liability and Employers' Liability policies, its elected or appointed officers, officials, employees or agents.

V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. No policies of insurance carried by Consultant shall be suspended, voided, canceled, or changed in coverage or in limits except after thirty ( 30) days written notice to the City Attorney by Certified Mail.

C. Deductibles and Self - Insured Retentions. The Consultant shall be responsible for all deductibles in all of Consultant' s insurance policies. 68 The amount of deductibles for insurance coverage required herein shall be reasonable and approved by the City Attorney.
d. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as -evidence of the insurance coverage required herein. Consultant shall not commence work under this contract until all insurance required under this section has been approved by City as to form, amount and carrier, nor shall Consultant allow any subcontractor to commence work on any subcontract until all similar insurance required and reasonably consistent limits of the subcontractor has been so obtained and approved. Certificates of insurance shall contain no exclusions unless negotiated with the City Attorney and approved, in writing, by the City Attorney.

16. Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below.

Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section.

If to City: City of South Lake Tahoe
1901 Airport Rd.

South Lake Tahoe, CA 96150
Provide a copy to: City Attorney' s Office
City of South Lake Tahoe
1901 Airport Road, Suite 300
South Lake Tahoe, CA 96150
If to Consultant:

Provide a copy to: George Usi
Sactech
2740 Fulton Avenue, Suite 101 - 02
Sacramento, CA. 95821

17. Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express consent of City. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of City. If City consents to such subcontract, 69 Consultant shall be fully responsible to City for all acts or omissions of the subcontractor, Nothing in the Agreement shall create any contractual relationship between City and subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by low.

18. Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement.

19. Dispute Resolution. Any dispute concerning this Agreement will be first submitted to the City Manager or his designee for resolution. If no resolution is reached, such dispute shall be submitted to the City Council. The decision of the City Council shall be final and shall be appealable only to the El Dorado Superior Court pursuant to California Code of Civil Procedure § 1094. 5, and as provided by law.

20. Controlling Low Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in the Superior Courts in the County of El Dorado, South Lake Tahoe Division.
21, Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any Consultant or person, other than the independent contractors hired in accordance with Consultant' s standard business practice, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any Consultant or person, other than a bona fide employee working solely for Consultant or an independent contractor hired as discussed above, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

22. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, disability, ancestry, sex or age. Such non- discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City' s 70 Minority Business Enterprise program, Affirmative Action Plan, or other related programs or guidelines currently in effect or hereinafter enacted.

23. Drug -Free Workplace Certification. By signing this Agreement, Consultant hereby certifies under penalty of perjury under the laws of the State of California that the Consultant will comply with the requirements of the Drug - Free Workplace Act of 1990 ( Government Code Section 8350, et seq.) and will provide a dru'g- free work place by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355 ( a). b. Establish a Drug -Free Awareness Program as required by Government Code Section 8355( b) to inform employees about all of the following:
i. The dangers of drug abuse in the workplace;
ii. The person' s or organization' s policy of maintaining a drug- free workplace;
iii. Any available counseling, rehabilitation and employee assistance program; and
iv. Penalties that may be imposed upon employees for drug abuse violations.
c. Provide, as required by Government Code Section 8355( c), that every employee who performs grant activities under this Agreement:
i. Will receive a copy of the Consultant' s drug- free policy statement; and
ii. Will agree to abide by the terms of the Consultant' s statement as a condition of employment on this Agreement.

Failure to comply with these requirements may result in suspension of payments under this Agreement or termination of the Agreement, or both, and Consultant may be ineligible for award of any future City agreements if City determines that any of the following has occurred: the Consultant 1) has made false certification, or ( 2) violates the certification by failing to carry out the requirements as noted above.

24. Anti -Lobbying Certification. Consultant shall submit to City the Anti -Lobbying Certification contained in Exhibit C. Further, Consultant shall require that the language of the certification in Exhibit C be included in all contracts or 71 subcontracts entered into in connection with this Agreement and that all Consultants and contractors shall certify and disclose accordingly. 25, Debarment, Suspension,. Ineligibility and Voluntary Exclusion. By signing this Agreement, Consultant assures that neither it nor its principals, is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency.

26. Americans with Disabilities Act. By signing this Agreement, Consultant assures the City that it complies with the American with Disabilities Act (ADA) of 1990, 42 U. S. C. 12101, et.seq.), which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to ADA.
27, Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney.

28. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.

29. Entire Agreement. This Agreement constitutes the complete and exclusive statement of Agreement between City and Consultant. All prior written and oral communications, including correspondence, drafts, memoranda, and representations, are superseded in total by this Agreement.

30. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

31. Time is of the Essence. Time is of the essence for this Agreement,

32. Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement.

Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party.
72 IN WITNESS WHEREOF, the parties have cqused this Agreement to be executed on the date first written above.

CITY OF SOU H LAK TAHOE: CONSULTANT:

BY BY -
ity Mongger Georgy Usi, CEO
APPR O VE/ D AS TO FORM:

By ' -
City Attorney
ATTEST: .

L/
By
City Cle k
a zA"'=
Aita me ts:

Exhibit A - S vices
Exhibit B - Compensation Schedule
Exhibit C - Anti -Lobbying Certification

EXHIBIT A
ti . oda : No 6 t r , red
as a1\ worK w l
bei per orm e d
remo- el r Pe, e-ma,l
aitachecl.

SCOPE OF SERVICES
73 w
Develop a baseline Written Information Security Program ( WISP) based on the NIST Cyber Security Framework
m
Rollout the written program city wide with oversight measures, corrective action achievement, demonstrable enforcements, oversight monitors, and corrective action plans with recommendations around policy asreasonable.
tstimated fees ( not to exceed) $ 48, 8041
74 Hourly Rate:

Travel and out- of-pocket expenses
travel ls Included in the TOTAL ( not to exceed amount} TOTAL ( not to exceed)

TIMELINE
Dc:.mbU'
2020 th,ough Octobe, 2021

EXHIBIT C

ANTI- LOBBYING CERTIFICATION
6- 2-02-0
hour
s __ _
48,800
Consultant shall submit to City this certification prior to or at the time of the execution of this Agreement.

Th is cert ificat ion is a material representation of fact upon which reliance was placed when this transaction was mode or ent ered into. Submission of th is certif ica ti on is a prerequisite for making or entering into this transaction imposed by Section 1352. Title 31. U. S. Code . Any person who fa ils to file th e required certif icat ion shall be subject to a civ il penalty not less than $ 10 ,000 and no more th an $100 ,000 for such failure.

The un d ersi gned certifies . lo the bes t o f his or her knowledge or bel ief. that:
75 I . No federal appropriated funds have been paid or will be paid, by or on behalf of it, 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 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 and

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, cooperative agreement, it will complete and submit Standard Form -LLL, " Disclosure Form to Report Lobbying," in accordance with its instruction.

Consultant: George Usi, CEO
Name, Title
By:
76 Professional Services
Proposal Concept
Proposal Concept for
September 9, 2020
Proposal ID 20200908CSF
Version 1. 0
Sacramento Technology Group, LLC dba Sactech@ CONFIDENTIAL 2020 CA small certified business # 35606
CONFIDENTIAL SACTECHO 2020
G"'-' ; F -
77 Sacramento " Fec,hnology Group, LLC dba: Sactech CMAS Contract # 3- 18- 70- 2300AA ( GSA GS- 351'- 1.16AA) 2740 Fulton Ave # 101- 02
Sacramento, CA 95821 Services Proposal Concept
ArticleI. Table of Contents .......................................................................................................................... ii ArticleII. Proposal Summary .................................................................................................................... 3 Section2. 01 Summary.................................................................................................................................................. 3 Section2. 02 Mindset & Mission Statements............................................................................................................ 4 Section2. 03 NIST CSF Engagement Recommendation......................................................................................... S Section 2. 04 Engagement and Upkeep Breakdown............................................................................................... 6 Section2. 05 Timelines.................................................................................................................................................. 7 Section2. 06 Your Team................................................................................................................................................ 8 ArticleIll. Deliverables ................................................................................................................................ 9 Section3. 01 Three Phase Approach Engagement Project.................................................................................... 9 Section 3. 02 Leadership Advisory & Upkeep Subscription with " Contract Flex" Option ............................ 11 ArticleIV. Logistics ..................................................................................................................................... 12 Section4. 01 The City Points of Contact..................................................................................................................12 Section4. 02 Overlap Milestone Schedule............................................................................................................... 12 Article V. Concept Proposal Estimate................................................................................................. 13 Section 5. 01 Service Fees & Rollout with Upkeep Term - 9/ 1/ 2020 - 6/ 30/ 2021 ...................................... 13 CONFIDENTIAL SAC: TFC-h6, 2020
SACT~ CXAf1
78 SacramentoTechnolocyOY Group, L LC dba: Sactech CMAS Contract # 3- 18- 70- 2300AA ( GSA: GS- 35F-116AA) Article H. Proposal Summary
Section 2. 01 Summa
In consideration of the need for an updated comprehensive Written Information Security Program for digital security and privacy enforcement, Sacramento Technology Group, LLC dba Sactech (" Sactech") is honored to provide the City of South Lake Tahoe ("The City") a proposal concept for a baseline Written Information Security Program based on the NISV-', Cyber Security Framework with optional NIST 800- 53v4 controls.

Sactech has the capability to advise your policy journey through a security program around NIST CSF using a combined open framework and progress metrics developed with NIST special publications using open guidelines and Sactech governance, metrics, and assessment portal. The engagement will proceed over the course of one year using a " crawl, walk, run," pace that introduces policy and controls (" crawl" and " walk") through June 2020 and cascades a cybersecurity mindset throughout The City with educational resources for the benefit of the city, The City industry, and community.

We will establish guardrails for The City to discover present cyber posture and potential regulatory exposures through analysis, develop a new Written Information Security Program with guideline policy, and rollout the program city wide with oversight measures, corrective action achievements, demonstrable enforcements, oversight monitors, and corrective action plans with recommendations around policy and tooling without solution prejudice.

Finally, since we are using open guidelines, The City will have the option to continue the program independently (" run" on your own) or renew their program with Sactech for an additional annual term as mutually agreed by July 1, 2021.

CONFIDENTIAL SACTECH2020
79 11111 1 11111 11 11 111 : Jill 11
Pursue & maintain a NIST CSF based written information security policy with an earnest focus on control goals, teamwork, and customer value so The City can leverage new US and State of California guidelines that protect critical infrastructure, consumer privacy, and core technologies of the city.

CONFIDENTIAL SACRAMENTO TECHNOLOGY GROUP, LLC DBA SACTECII<;, 2020 80 Section 2. 03 NIST CSF Engagement Recommendation
Based on discussions with your teams in the last week, we suggest a Three -Phase Engagement approach with Upkeep Plan that includes: 1) Engagement through discovery, advisement, and rollout of a NIST CSF information security program and 2) NIST Privacy program readiness assessment, and 3) Upkeep of NIST CSF written policy and controls through Leadership Advisory, and Oversight Maintenance.

The Three - Phase Engagement will focus on the assumption that The City' s need to operate securely in and Internet Delivered world has introduced new risks that require written information security policy adoption. We will start with assessments and move quickly into corrective actions in a NIST CSF Program that can be road ready, much like a rim and wheels of a vehicle, to get things rolling quickly.

You can expect the experience to be much like running a Jeep° with essential frame, engine and road tires just off the starting line that will need upgrades, weatherproofing, and a trail mechanic for a race that never ends. Moreover, depending upon the resources to support your journey, the conditions of the checkpoints, and the inspection points driven by race rules regulations) that are changing monthly, the effort may experience schedule slippage or scope creep.

Along with your road journey to NIST CSF, we will deliver in parallel with your engagement, a service plan of continuous assessment and oversight monitors that keep your NIST CSF program, and other regulatory needs, operating, much like a racing team brand that fields an escort crew who commands, operates, and leads a handful of race teams to the finish line.

CONFIDENTIAL SACRAMENTO TECHNOLOGY GROUP, LLC DBA SACTECH, 6 2.020 81 Section 2. 04 Engagement and Upkeep Breakdown
Based on discussions with Engagement breakdown of the three- phase approach for The City Written Information Security Program journey and attainnient are estimated as:

A) Discovery — A NIST CSF rollout assessment and *NIST Privacy Framework readiness assessment with a selective risk assessment that utilizes prior assessment results, will be performed to produce a baseline and target metric around the NIST CSF goal line that will illuminate The City' s situational control gaps for a customized NIST CSF program. The Privacy Framework results will be delivered with suggestions for departmental regulatory assessment recommendations along with legal recommendations for privacy law firms who are able to handle any follow up privacy needs for The City.

B) Program — Using discovery findings, we will construct a written NIST CSF framework set of base policies and plan of actions & milestones for driving mitigation of key policy - to -control gaps in a corrective action plan ( ie: list of projects to consider for action). The effort will be akin to assembling the upgrade plan for our " Jeep" in motion with a " trail manager" escort.

C) Roll Out — We will assist The City in roll out of your NIST CSF security program with written information security policies,
3rd -
party supply chain risk evaluation, and
advisement on gap mitigations with a resource constrained approach, much like using what you have on hand in the vehicle to prepare for a vehicle inspection point on the trail ahead.

Together with a staffed compliance desk, the NIST CSF Upkeep Crew will handhold your overall written information security program while tracking rollout projects and critical program functions as required by many State laws.

Upkeep breakdown of the leadership and maintenance package:

A) Advisory — One key leadership rolls on a fractional basis to drive NIST CSF achievement, oversee mitigation, identify procedure needs, and lead your technology teams for policy and controls interpretation much like a race manager with escort vehicle works with trail mechanics and custom - parts vendors to support your teams as they change out, upgrade, or modify your vehicle while we make sure we " keep the race rolling".

B) Expertise — As part of the engagement, The City will have access to " operating" cybersecurity expertise from our entire team as part of the Upkeep maintenance commitment.

C) Upkeep — Delivered as a maintenance package that applies people, monitors, and meetings to keep things fresh, we include a number of "nurture" features, including, but not limited to, quarterly security -incident tracking meetings, core login and firewall anomaly reviews via our onsite hardened * NIX appliance, and annual executive metrics.

CONFIDENTIAL SACRAMENTO TECHNOLOGY GROUP, LLC DBA SACTECH-, 2020 82 Section 2. 05 Timelines
Tour program is like a set of wheels being added to your framework while in motion. The overall timeline for the engagement and services will be as charted herein with a likely NIST. I.11.1, 7621 rl achievement date on, or around, January 1, 2021 as a soft goal ( we could achieve sooner or slower depending on discovery results), and a NIST CSF achievement date on, o, around, June 30, 2021. The sooner we can surround your program with the right Leadershil Advisory and Upkeep, the stronger your wheel will be during Rollout regardless of how long it may take.

Est.

Est,
1/ 1/ 2021
6/ 30/ 2021
M
Rolling out your Wheel of NIST CSF success:

CONFIDENTIAL SACRAMENTO TECHNOLOGY GROUP, LLC DBA SACTECH,-,-,) 2020 Discovery &
Assessment
NISTIR
7621 rl
Program

NIST CSF
Program
No=
83 Section 2. 06 Your Team
Sactech team members assigned to your engagement are highlighted below. Team members are subject to change based on project needs, change orders, staff changes, or findings from assessment and discovery.

John — Engagement Oversight, Integrator
with 28- years IT operational leadership
driving Sactech driving program adoption
around NIST.

Andrew, JD — Project Engagement Manager,
Compliance Governance Lead, Client '-< .... ....

Contract Liaison, and US Navy Veteran
Matt, CISSP — Operations Lead, Network
Security Engineer and US Air Force - W
Reservist
Ben — Security compliance analyst and
operator in information security assurance,
awareness, and compliance desk operations.

CONFIDENTIAL SACRAMENTO TECHNOLOGY GROUP, LLC DBA SACTECH,,>' 2020 84 Section 3. 01 Three Phase Approach Engagement Project Phase I — Discovery through Assessment
The outcome focus on this phase will be to understand risks, define sensitive data classifications and borders, collect documentation, and build a project plan that identifies gaps, 1) Conduct kick- off, engagement planning meeting, build engagement plan, and conduct pre -staging of technical tooling to initiate assessment; 2) Conduct NIST. IR 7621r1 / NIST CSF program education stakeholder meetings with key leaders, technology team, risk management team, and applicable department leads; 3) Obtain and review Client documentation to understand current policies, processes, procedures, systems and practices around technical, regulatory, HR, and data stewardship in sensitive data;
4) Conduct assessment of existing controls and vulnerabilities; 5) Conduct physical walk through of primary product sites for physical control violations; 6) Conduct guest handling analysis at key entry points in administrative main IT site; 7) Conduct necessary interviews based on findings;
8) Construct a mitigation project plan for the program development and rollout effort.

Phase 11 — Program Baseline Development
I ) Conduct NIST controls gap meeting
2) Develop information security policy and program plan with two- phase approach; 3) Build Information Security Awareness Program development plan; 4) Build Incident response program development plan;
5) Initial Development of NIST CSF information security policy and program documents, addendum, and data mapping plans with " crawl then walk" methodology starting at NIST. IR 7621 rl initially with plan to achieve NIST CSF long term; CONFIDENTIAL SACRAMENTO TECHNOLOGY GROUP, LLC DBA SACTECH''-` 2020 85 6) Conduct feedback and edit meetings for all program documentation and baseline/ target metrics for NIST CSF;
7) Construct Rollout Plan and assist leaders in budget development for mitigation and mindset development;
121T.MT
1 ) Rollout and refinement of NIST CSF information security policy and program development documents, addendum, and data mapping plans; 2) Construct a guide plan for process and procedural development by The City ( or optionally by Sactech Partner " Labor resources for procedural development and/ or integration);
3) vCISO and executive leadership advisement and governance baseline development; 4) Govern and lead mitigation rollout;
5) Mitigation solution governance and coordination;
6) Incident response launch meeting;
7) Security awareness training launch meetings ( solution must be purchased separately); CONFIDENTIAL SACRAMENTO TECHNOLOGY GROUP, LLC DBA SACTECH' P` 2020 10 86 A NO
Subscription Maintenance deliverables include an upkeep subscription and expertise including as needed" virtual Chief Information Security Officer and virtual Regulatory Compliance manager (" vCISO & vRCM")
A) Service & Maintenance Subscription Plan Package Features — The service offers a variety of " nurture" features that will begin on, or around, November 1, 2020 and is subject to discovery variables:
a. During engagement, vCISO, vRCM, and executive leadership by Sactech President & COO, John Riley will be provided;
b. vCISO and vRCM as needed for critical infrastructure and The City departments; c. Technical, Leadership, and Executive checks/ meetings, monthly, quarterly and annually;
d. Security Awareness Program governance;
e. Board and C -Suite presentations annually;
f. Governance and compliance desk with phone and email support; g. Written Information Security Policy updates;
h. Passive hardened Unix collector for engagement and long term service monitors; i. NIST CSF engagement technical leadership;
j. NIST CSF posture metrics with baseline and target metric tracking; k. Regular engagement/ status meetings on progress and barriers; I. Mitigation tracking and oversight;
M. 3rd - party auditor interactions with solution advisement for mitigation; In. Assistance with looming compliance -checklist with partners; o. Marketing content development support for The City thought - leadership marketing;
p. Basic Internal vulnerability and penetration testing q. Automated monitors to operationalize cyber security and deliver " essential" control efficacy for NIST CSF and anticipate federal/ state controls; i. The monitors work similarly to how a race team uses fuel/ temp gauges, weather apps, frame sensors, radios, and race team decals to time refueling, stay race worthy, remediate weather conditions, communicate internally on hot items, and establish loyalty with fans ( customer/ partner).

CONFIDENTIAL SACRAMENTO TEECHNOLOGY GROUP, LLC DBA SAC TECHc, 2020 11. 87 Article IV. Logistics
Section 4. 01 The City Points of Contact
Key Executive Contact — TBD
Key HR Contact — TBD
IT Primary POC — TBD
Existing IT Leader — TBD
Invoice Contact — TBD
Section 4. 02 Overlap Milestone Schedule
Your CMMC Journey Months
CONFIDENTIAL SACRAMENTO TECHNOLOGY GROUP, LLC DBA SAC- FECFi,,-,,,,) 2020 12 88 Section 5. 01 Service Fees & Rollout with Upkeep T8 9/ 1/ 7070 6/ 30/ 2071 Resale Position " Without Prejudice" - We have been handling security programs long enough to recognize that every customer has a tooling and solution journey that is often recommended by the consultancy teams that work with them, We have constructed o legal and solution reference list ofcompanies who are already following NIST frameworks to insure that your solutions supply chain can attest to meeting and using the same approach of security framework and controls that NIST offers intheir library ofguidelines ( ie: NIST CSF, N| STJR, 7621r1.

NIST 8O0- 53. eh:). By using NIST, our clients are able to attest that they attempted to apply " minimum reasonable security" intheir oybameourbyand privacy footprint.

Invoicing Public Sector — All invoices will be billed in arrears at the end of each month in the amount of $ 4880.

First invoice will bedated on, oraround, 9/ 3O/ 2O2Oand last invoice will bedated on, oraround, G/ 3O/ 2U21 at based pmCPWASterms and conditions for uCAsmall certified business.

CMAS Rate Structure Titles & Rates Year 1 — Cyber Security Manager 11 ($ 306. 00/ hr), Sr. Program Manager 252. 24/ hr), Subject Matter Expert ($ 255. 70/ hr)
CONFIDENTIAL SACRAMIENTOTECHNOLOGY GROUP, LLC DBA SACTECM 2D2O 13 ion — TDescription Estimate
0- 6/ 30/ 2021 All Services & Upkeep Budqet 48,800
TIM Win! Me
Resale Position " Without Prejudice" - We have been handling security programs long enough to recognize that every customer has a tooling and solution journey that is often recommended by the consultancy teams that work with them, We have constructed o legal and solution reference list ofcompanies who are already following NIST frameworks to insure that your solutions supply chain can attest to meeting and using the same approach of security framework and controls that NIST offers intheir library ofguidelines ( ie: NIST CSF, N| STJR, 7621r1.

NIST 8O0- 53. eh:). By using NIST, our clients are able to attest that they attempted to apply " minimum reasonable security" intheir oybameourbyand privacy footprint.

Invoicing Public Sector — All invoices will be billed in arrears at the end of each month in the amount of $ 4880.

First invoice will bedated on, oraround, 9/ 3O/ 2O2Oand last invoice will bedated on, oraround, G/ 3O/ 2U21 at based pmCPWASterms and conditions for uCAsmall certified business.

GEFN ERAL SErRVICES oovonwr Eamuna o. crown . rr.

Junes tt, 20t8
George Usl
Sacramento Technology Group, LLC dba Sactach
t t 357 Pyrites' Way, Suit¢ Al
Rancho Cordova, CA 95670
Subject: Sactech' s California Multiple Award Schedule ( CMAs) CMAS Number: 3- te-70- 2300AA
CMAS Term Dates: June 11, 20te through D¢ cember 12, 2022 Bases GSA Schedule No.: GS- 35F- 11¢ AA
The Stales of California Is pleased to accept your firm' s offer to establish a California Multiple Award Schedule ( CMAs), which we have assi9nad the CMAs number end term dates identified above. This CMAS num bar must be shown on each invoice rendered. Addltlona{ ly, this latter shall not ba construed as a commitment to purchase any or all of the State s requirements Trom your firm. Prior approval is required from the State for all news releases ragartling this CMAS..

I[ Is your flrtn• s responsibility to furnish, upon request, a copy of this CMAS [ o States and local government a9ancias. A copy of this CMAs can ba obtained al caleorocura. ca. cov. A complete CMAS consists of the following: 1) CMAS cover pages ( which Includes the signature page, ordering Insirucfions and spacial provisions, and any ariachments or exhibits as prepared by the CMAS Unit), 2) CMAS farms and condltlona, 3) Federal GSA ( or Non - GSA) terms and conditions, end 4) produeVservlca listing and prices. The CMAs To mana9a this CMAs, contractors are directed to the ` CMAS Management and Inform atlon Guide", which can ba accessed at www.d s.ca. ov d o r d/ c as. as x, than select " For Suppliers/Contractors." Thies guide covers topics such as CMAS Quarterly Reports, amendments, extensions, renewals. CMAs contractors change in contact Information, company nam¢ change requests, and marketing your CMAs.

It is the CMAS eonhactor' s responsibility to submit on a timely basis detailed CMAS Quarterly Reports along with any applicable Incentive fees).

TN MEXT QUARTERLY REPORT DV E FOR THIS CMAS IS 02-2018 lAP R -JUN) DUE BY JUL 15. 2018.

The " Approvatl CMAs Contractor" logo is only avallabla to CMAs holdere for display at conferences or on other markMing material. A login and password Is required to download the logo. Go to -'- www. . ca. d/ Resou cess/ Fo Ra res . as x than salad "Reference Material"; click on CMAS Logos" under the heading " Markattn9 Tools". At the prompt, enter the login: " cmassuppller" end the password: " emasOtOt 94".

Should you have any questions ragartling this CMAS, please contact me at 915/ 375- 4395. Thank you for your con[ Inuad cooperation and support of the CMAS Program. ' tivi, C., ( N c
BRUCE FONG, Program Analyst
i
CaOfornla Multiple Award Schedules Unit
PROCUREM ENT OI VISION f Sbte of Cpfflorn/ a / tenvprnmanl OpardHptw Agency 7a> ThlrC Sfrae% 2nd Floor / Wast Socromanro, GA 96603 f / 9 J6. 3> 3.4365 19 ]6.3>5. 4663 90 tau av o¢ cw rsrne ov Procu, em en[ D{ vlslon
G E N E F2 A L. S E RrV i C: E S
O] Tblrtl s4eet 2" Floor. MS # 2- 202
Wes[ Sacramanlo, Cq 96806- 2at1
State of California

MULTIPLE AWARD SCHEDULE
Sacramento TecFinology Group, LLC dba
aCt@Cil
Tha moat current Ordering Ina[ ructlona and Spacial Provisions, CMAS Terms and Condilicns, antl products and/ or services era included herein. All purchase orders Issued by Siete aganclea under this CMAS shall Incorporete these Ordarin9 Instructions antl Special Provisions and CMAS Terms and Conditions dated March 16, 20' 1 S.

Agency non- compliance with the raqulram ants of this CMAS may result In the loss of delegated authority to use the CMAS program. CMAS contractor noncom pllance with the requirements of this CMAS may result In term inalion of the CMAS.
ra m
Effective Date: 6/ 17/ 20' 18
Multi pts Award ScFtadulas Unit
CMAS NUMBER: 3-' 18- 70- 2300AA
SUPPLEMENT NO.: N! A
CMAS TERM DATES: 6! 11/ 2018 throw h 12/ 12/ 2022
CMAS CATEGORY' Information Technology Goods St
Services

APPLICABLE
TERMS & CONDITIONS:

March 15. 2018
MAXIMUM ORDER LIMIT:

State Agencies: See Purchasing
Authority Dollar Threshold provision
Local Government A encies: Unlimited
FOR USE BY: State 8 Local Government A encies
BASE GSA SCHEDULE NO.: GS- 35F- 116AA
BASE SCHEDULE HOLDER: Leidos, Inc.

This CMAS provides for the purchase and warranty of Information Technology ( IT) Consulting Services only. ( See page 2 for the labor tate Dries and restrictions a Iicable to this CMAS.

Tha moat current Ordering Ina[ ructlona and Spacial Provisions, CMAS Terms and Condilicns, antl products and/ or services era included herein. All purchase orders Issued by Siete aganclea under this CMAS shall Incorporete these Ordarin9 Instructions antl Special Provisions and CMAS Terms and Conditions dated March 16, 20' 1 S.

SACTECH
CMAS NO. 3-t6-TO- 2300AA

CMAS PRODUCT S SERVICE CGGES
The CMAS Product & Servlbe Codas Ilatatl below are for
martceting purpoeea. only. Review this CMAS entl the
be sa contract Idan6fletl below for the producla enNor
sernoes avallebla on thio CMAS.

IT Conaull- Intornet Security
IT Conaull- Risk Mgmt
IT Consult- Strategfc Planning
IT Conaull- System Security
AYAII. ABLE PRODUCTS ANO/ OR SERVICES
Only the foilowin9 job tillea era evallable within the scope of This CMAS:

Sc Cyber Sacudty Spaclaflat II
Cyber Security Maoagar I I
Infortnatlon Sacudty- Manager III
Enferpdse Consultant
Intormailon Engineer
Sr. Program Manager
Subject Matter Expert
You may verity lha following current information about the job tillea availabia on this CMAS al the GSA eLibrery
using lha base OSA schedule number idan6fletl below):

Oescdptlon of the functional requirements
Minimum etlucetfon end vxpbdanca requirements
Maximum pdcin9 allowed ( lower pricing acceptable)
Access the OSA eLibrery et www. asaalibra
Purchase of equipment, maintenance antl repair. fano
software Ilcansas, perpetual software Iicanaes,
maintenance of software, earth obaervagon services,
penetration teating, Incident response, cyber hunt,
Iralning, electronic commerce rvicas, h¢ alth
Information technology s rvlces and homalantl a cudty
prasitlantlal directive protlucts and services are nsj
available antler this CMAS.

CMAS BASE CONTRACT
This CMAS Is' basad on same or all of the protlucta
and/ or earvinas and prices from GSA 3chatlula No.

GS- 36F- t16AA ( Laldoa, IrieJ ItM1 a GSA farm of
t2/ t 312012 through 72/ 1 2/ 2022 Including
motllFlcatlon PS - 0933.

Replace " Loldos, Inc: • with " Sactech" wM1ara
Laltlos, Inc, Is referenced In lha federal GSA
muttlpla award Contract Terme end Conditions.

Ordering Instmctiona and Spacial Provisions

ISSUE CHASE O R
Agency purchase ortlers must ba althar mallatl, faxatl or e'mallatl to the following:

Sactaeh
11359 Pyrites Way, Ste. At
RaneM10 Cordova, CA 95690
Attn: Gaorga Vsl
Fa%: ( 918) 64a- 3324'
E - mall: guai sac< ach. com
Agametes with quesgons regarding protlucta and/ or
services may contact the CMAS contractor as follows:

Contact: Gaor9¢ Uaf
Phoma: ( Bt6) 469-0104
E -mall: 9u sl@sactach. com

CMAS PRICE
Tha maximum pncas allowed for the protluc< s ahNor
seMcas evallable In this CMAS era those set forth In Iha base contract Identifletl on page 2 of thio CMAS.

Tha ordering agency Is ancoumgetl to seek prices lower
than those on lhls CMAS. When respontling to a
agBhcy' s Request for OHar ( RFD), lfia CMAS contractor can offer lower prices to be competitive.

For wanantias, s a fha fetlerel GSA schedule antl the
CMAS Tanner and Condltlons. General Pravfsians, CMAS
Wananty.

CMAS contractor personnel shall have the experience,
atlucatlon antl expertise es delinea[ atl In the base
contract.

GELIVERY
Aa negollatetl between agency end CMAS contractor and
Included In the pumhasa ortlar. or ea otharwiae allpuletetl In the cohtracL

HIPPING INSTRUCTIONS
F.O. a. ( Free On Board) Oastlne6on: Senor pays the
freight cM1argas.

PURCHASING AUTHORITY DOLLAR THRESHOLD
Unless otherwise tletennlnad by In Intllvitluel ordering agency purohasing aulhodly, order Ilmits forthe purchase of goods and/ or seMcea is:

Infortnatlon TacM1nology Goods and Services:
500. 000
92 CALIFORNIA MULTIPLE AWARD SCHEDULE ( CMAS)

SACTECH
Ch0ASNO. 3- t8~70^23D0AA
NoOMASorder may beexecuted hysState agency that Splitting aproject Into small projects toavoid either fiscal exceeds that agency' s purchasing authohly thmsho| d, or procedural onn( rn| a Is prohibited, per Gbeba State agencies with approved pumhaa| nga nnQ Administrative Manual ( BAM) 04819. 34 with their dollar thresholds can be obtained at:
www,dqs.ca.gov/pd/ Programs/ Delegated. aspx. MINIMUM ORDER LIMITATION Agencies must adhere hnthe detailed requirements inthe
State Contracting Manual ( 8OW) when using CMA8. The
requirements for the following bullets are In the 8CM.

Volume 2. Chapter ( for non -IT), the GOM, Volume 3,
Ch ( for | T), and the SCM, Volume F|$ Cui. Chapter
5( F|$ Ca|):

Develop m Request for Offer, which Includes a
Scope of Work ( SOW), and Bidder Deo| umUun
form. For Information on the Bidder Declaration
mquimmenb, nna the R8M. Volume 2, Section

3. 5. 7 and Volume 3, Section 3. 4, 7.

Search for potential CMAS contractors at
5u||nd offers from o minimum of 3 CMA3
contractors Including one small business and/ or
OVBE, if available, who are authorized to unU the
products and/ or services needed.
fsoliciting offers from acertified QVBE. include the
Disabled Veteran Business Enterprise Declarations
bnn ( Sid. 848) in the Request for Offer. This
declaration must becompleted and returned bythe
DVBE primo contractor and/ or any DYBE
subcontractors. ( See the SCM Volumes 2. 5. and
F|$ Cm|. Chapter 3).

This | onot a bid tmnxaudon, so the small business
preference, DVBE | noenUvno. protest language,
intents to uwmnd, evaluation criteha, advertising,
otn, are not applicable,
fless than 3offers are received, State agencies
must document their file with the reasons why the
other suppliers solicited did not respond with an
offer.

Assess the offers received using booX value
methodology, with cost anone nfthe criteria,
Issue a Punohomo Order to the mo| n4od CMAS
contractor.

For CMAS transactions under $ 10. 000 only one
offer | orequired ifthe State agency can establish
and document that the price | ofair and reasonable.

The fair and meoonob| o method can only be used
for non -customizable purchases.

Local their own order limits, and are not
bound by the order limits on the cover page of thisOMAS.

SPLITTING ORDERS
Splitting Orders to avoid any monetary limitations is
Do not circumvent normal procurement methods by
splitting purchases into e onheo ofdelegated purchase
orders, per Public Contract Code ( PCC)§ 1O32O.

Ordering Instructions and Special Provisions
Them is no minimum dollar value limitation on order-,
placed under this CMAS.

All Ordering Agency purchase order documents
executed under this CMAS must contain the
applicable CMAS number as show on page 1.
1, State Departments:

Std. 65 Purchase Documents — State
departments not transacting in FI$ Cal must use
the Purchasing Authority Purchase Order ( Std.
65) for purchase execution, An electronic
version of the Std, 65 is available at the DGS -
PD website at
select Standard STD Forms).

FI$ Cal Purchase Documents — State
departments transacting in FI$ CaI will follow the
FI$ Cal procurement and contracting

2. Local Governmental Departments:

Local governmental agencies may use their own
purchase 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 being
provided, The cost for each line item should 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 the products and services being

2. Service and Delivery after CMA8Expiration
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
contract), but must be as provided for In the contract
and as specified In the purchase order,
93 SA
3- 18- 70- 2300AA

3. Multiple
Sin
CMAS Agreements on a
Agencies wishing to include mpv » a
single F/$ ua/ purchase order must adhere tothe
following guidelines:

AUCMAS must befor the same CMAScontractor.

The purchase order must pob one contractor
Write the word ' CMAS" in the space usually
reserved for the contract number, OnSid, 6b's. this
no( the top ofthe form, The word ^CMA8" signifies
that the purchase order contains items from multiple
WAS agreements, The purchasing agency may
only use one bill code,
For each individual WAS ( as differentiated by
alpha suffix), the agency must identify and group
together the WAS number with the line items and
subtotal per WAS number (do not Include tax |nthe
nub(oia0, and sequentially Identify each individual
WAS as Sub # 1. Sub # 2. Sub # 0. ab. This
facilitates accurate billing ofadministrative fees by
the Procurement Division.

The total ofall items unthe purchase order must
Mot exceed the purchase order limit identified inthe
CMA8.

Du not combine demo from both non - IT and
Information Technology CMA3( s). A non') TWAG
begin with the number ^ 4~ and an Information
Technology CMA8begins with the numbex" 3.~ The
purchase order limits are different for these two
types cfCMA8agreements.

4. Amendments to Agency' s Purchase Orders
Agency purchase orders cannot be amended if the
CMAS has expired.

The SCM, Volumes 2& J. Chapter 0.A5.Oand SCM,
Volume F/$ Cu|, Chapter 5.A4.0 pmvNoa the
following direction regarding amendments to all
types ofOMA8purchase 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 terrns of the original order, provided that the
original order allowed for amendments. If the
original order did not evaluate opUnno, then
amendments are not allowed unless an NOB is
approved for those amendments.

Amendments unique tonon- IT oervlmmare covered
in the 80M. Volume 2, Chapter 6. B2, 9 and SCM,
Volume FI$ Cal, Chapter 5.A4. 1 as follows:

Ordering Instructions and Special Provisions
fthe original contract amendments, but
did not specify the changes ( e, g,, quantity or
time), it may he amended, per Public Contract
Coda( PCO)§ 10335( d)( 1). This only applies to
the first amendment. The time shall not exceed
one year, oradd not more than 3UY6oithe original
order value and may not exceed525O, 0OO. If the
original contract did not have language hV
amendments, the NCB process must be followed,
Also, see the SCM, Volumes 2& 3 Chapter
D. for more Information on amending purchase
vmom.

Seotechisa certified small business
Offioo of Small Business and DVBE Services ( 0SD8)
certification # 35606 expires on 9/ 30/ 2018,
Kthis certification has expired, the current expiration date for this company' s certification should be verified at or by contacting
the Office of Small Business and DVBE Services at ( 916) 375- 4940, Note that some companies have been
assigned a new certification number, so use the company name and/or certification number when checking status

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
Government Code ( GC) § 14846( b)]. NOTE: The
Department of General Services auditors will request
substantiation of compliance with this requirement when agency files are reviewed,
The following website lists CMAS small business and
Disabled Veteran Partners:
then select ' Find a WAS Contractor'.

In response to our commitment to increase participation by small businesses, the Department of General Services waives the administrative fee ( a fee currently charged to customer agencies to support the CMAS program)
for orders to certified small business enterprises.

See the current fees in the DGS Price Book at:

SMALL BUSINESSIDVBE - TRACKING
State agencies are able to claim subcontracting dollars towards their small business or DVBE goals whenever
the CMAS contractor subcontracts a commercially useful
function to a certified small business or DVBE, The
CMAS contractor will provide the ordering agency with
the name of the small business or DVBE used and the
dollar amount the ordering agency can apply towards its small business or DVBE goal.
94 t The amount
achieving Its small business or DVBE goals is the
dollar amount of the subcontract award made by the
CMA8contractor hzeach small business orDVBE,

2. The CMAG oonhunb/ will provide an ordering
agency with the following information aithe time the
order | oquoted:
m. The CK&48contractor will state that, anthe prime
contractor, it shall be responsible for the overall
execution of the fulfillment of the order,
b. The CK0\ Scontractor will indicate iothe ordering
agency how the order meets the small business
orDVBE goal, aafollows:

List the name ofeach company that bcertified by
that it intends to subcontract m commercially
useful function to; and
Include the small business orDVBE certification
number ofeach company | isted, and attach m
copy oyeach certification; and '
Indicate the dollar amount nfeach subcontract
with u small business or DVBE that may be
claimed bythe ordering agency towards the small
business orDVBE goal; and
Indicate what commercially useful function the
eme|| buo( noam or DVBE subcontractor wi|| 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.

INTEGRATED SERVICES
Agencies are prohibited from using CMAS and/ or
Masters for large- scale Information technology system
integration projects except when specifically approved by the California Department of Technology,

CONSULTING OR PERSONAL SERVICES
To ensure sufficient expertise for all consulting or
personal services, prior to Issuing an order, the agency is required to review the resumes of all personnel the CMAS contractor intends to use to fulfill the order, Each agency Is responsible for verifying that contractor personnel meet any education or experience requirements listed In the
base contract.

Each order should contain, auaminimum, a description
of the task, a statement ofthe contractor' s
responsibilities, completion chhaho. a list of do| ivnnah| o items ( ifestimated starting date, the scheduled
completion date, and a fixed cost for each task,
Ordering Instructions and Special Provisions
The aggregate of the fixed costs for all tasks constitutes the fixed price ceiling for all tasks described,
For an IT omviceCWA8. see the CMA8 IT Terms
and Conditions, Provision # 75. CMAS Progress
Payments & Risk Assessment.

For aNon- IT service CMA8. see the CMAGNon- IT
Services Tonna and Conditions, Provision # 41.

Progress Payments.

Careful analysis must be given by State agencies to
using contracted personnel rather than using oW|
service positions within State government,
Government Code requires that all
persons who provide services mthe State under
conditions that constitute on employment
relationship uhuU' unless exempted by Article VU
Section 4) ofthe California Constitution, beretained
under anappropriate dvi} eewiceappointment,
Issuing a CMAS purchase order for services to an
independent contractor Is pen-nissible when any of
the following conditions set forth in Government
Exempt under Constitution
New State function and legislative authority
Service not available; highly specialized n,
Technical
Incidental | othe purchase orlease
Conflict o( interest; need unbiased findings
Emergency appointment
Private counsel, with Attorney General ( AG)
approval and Govomo/ oOffice, i[ applicable
Contractor will provide doUvonub| eo that are not
feasible for the State hzprovide
Training when civil service | onot available
w Ungont, bmponory, or occasional services when
civil service delay would frustrate the purpose
see Option 2 below)
When justified aooutlined above, personal services
must fall under one of the two following options:

Option tCMAGorders for personal services such as
project management, independent verification and
validation, systems analysis and dosign, and
miscellaneous oemi000 are not limited to the number of
hours ormonths per year that mconsultant can work |[ the services contracted for are not available within civil
service, cannot beperformed satisfactorily bycivil service omployeea, or are of such u highly opoda|} zod or
technical nature that the necessary expert knowledge,
experience, and ability are not available through the civil service system ( Government Code ( GC)§ 18130. b( 3)).
95 SACTECH
CMAS 8
Option 2. CMAS personal services orders for
programmers, systemsanalysts, and technical
specialists which are of an urgent, temporary, or
occasional nature, such that hiring additional civil service positions is not feasible, are limited to nine months ( 1548 hours) per consultant within a twelve consecutive month period ( Government Code ( GC) § 19130. b ( 10)/ Califomia State Constitution, Article VII, Section 5).

This provision is per agency and is Inclusive of orders Issued on your behalf by another agency. Contractors
must wait three ( 3) months from CMAS order
termination/ expiration before submitting the candidate' s resume for work at the same agency/ department.

For both options above, the contractor may conduct
training courses for which appropriately qualified civil service instructors are not available, provided that
permanent instructor positions in academies or similar
settings shall be filled through civil service appointment Government Code ( GC) § 19130. b ( 9)),
For each order, the agency must prepare and retain
in their file a written justification that includes
specific and detailed factual information that
demonstrates that the contract meets one or more of
the conditions set forth in Government Code ( GC) §
19130( b).

3. State Personnel Board Requirements
State Personnel Board ( SPB) approval is required
for a purchase order based on cost savings to the
State as justification for not using civil service
personnel.

4. Statement of Work
A Statement of Work ( SOW) must be prepared as
applicable for each purchase order. Information
regarding the preparation of a SOW is available at
www. d,gs. ca. govlpd/ Programs/ Leveraged/ CMAS. as
fix, then select " For State Agencies". Agencies are
strongly encouraged to use this information when
developing SOW requirements that will accompany
the Request for Offer and the resulting purchase
order.

5. Fallow - on Contracts are Prohibited
No person, firm, or subsidiary thereof who has been
awarded a purchase order for consulting services, or
a purchase order that includes a consulting
component, may be awarded a purchase order for
the provision of services, delivery of goods or
supplies, or any other related action which is
required, suggested, or otherwise deemed
appropriate as an end product of the purchase order
Public Contract Code ( PCC) § 10365, 5).

Ordering instructions and Special Provisions
Therefore, any consultant who develops a program
study or provides formal recommendations is
precluded from providing any work recommended in
the program study or the formal recommendation.

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. If the NSP provision is not
Included in the CMAS, or the products and/ or services
required do not qualify under the parameters of the NSP provision, the products and/ or services must be procured separate from CMAS.

NOT SPECIFICALLY PRICED ( NSP} ITEMS
This provision is not applicable to this CMAS,

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 UC, CSU, 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 their
procurement policies and regulations.

UPDATES AND/ OR CHANGES
A CMAS amendment is not required for updates and/ or
changes once the update and/ or change becomes
effective for the federal GSA schedule, except as follows:

A CMAS amendment 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.

A CMAS amendment 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.

A CMAS amendment is required to update and/ or change
terms and conditions and/ or products and services based on a non-federal GSA multiple award contract.
96 CALIFORNIA MULTIPLE AWARD SCHEDULE ( CMAS)

SACTECH
CNYASNO. 3- 18` 70- 23Q0AA
SELF - DELETING FEDERAL GSA TERMS AND 2Payee Data Record ( Std. 204)/

CONDITIONS
Instructions, or terms and conditions that appear inthe Special Items or other provisions of the federal GSA and apply bthe purchase, license, orrental ( as applicable) nf products or services by the U. G. Government in the
Uo| iod GtuUaa, and/ or to any overseas location aheU be self -deleting, ( Example: " Examinations of Records'
Federal regulations and standards, such as Federal
Acquisition Regulation ( FAR), Federal Information
Resources Management Regulation ( FIRMR), Federal
Information Processing Standards ( FIPS), General
Services Administration Regula i
tion ( GSAR), or Federal
Installment Payment Agreement ( FIPA) shall be self -
deleting, Federal blanket orders and small order
procedures are not applicable.

The OMA8Terms and Conditions takes precedence if
there imaconflict between the terms and conditions ofthe nnn\ motore hodee| GSA, ( or other multiple vd
contract), paokaQng, in* oicem, catalogs, brochures,
1oohn| us| data sheets or other documents ( nee OMAS
Terms and Conditions, CONFLICT OFTERM8).

All California oudao policies, and guidelines are
applicable. THE USE OfCMASDOES NOT REDUCE

OR RELIEVE STATE AGENCIES OF THBR

RESPONSIBILITY TO MEET STATEWIDE

REQUIREMENTS REGARDING CONTRACTING OR
THE PROCUREMENT OF GOODS DR SERVICES.

Most procurement and contract cndnn, policies, and
guidelines are incorporated into CMAGagreements.

Nonetheless, there | onoguarantee that every possible
requirement that pertains \ nall the different and unique State processes has been included.

PAYMENTS AND INVOICES
1, Payment Terms
Payment terms for this OMAGare net 45days,
Payment will be made In accordance with the
provisions of the California Prompt Payment Act,
Government Code ( GC) § 927 et. seq. Unless
expressly exempted by statute, the Act requires
State agencies to pay property submitted,
undisputed invoices not more than 45 days after ( 1)
the date of acceptance of goods or performance of
services; or ( 0) receipt of an undisputed invoice,
whichever is later.

Ordering Instructions and Special Provisions
State Agencies not transacting in F|$ Oa<, must
obtain a copy ofthe Payee Data Record ( Std, 284)
in order to pmoeom payments. State Ordering
Agencies k`nwevd o copy of the Std, 204 to their
accounting offium( u). Without the Std. 204. payment
may be unnecessarily de| ayod. State Agencies
should contact the CK4A8contractor for copies ufthe
Payee Data Record.

3. DGS Administrative and Incentive Fees
The Department of General Services ( DGS) will bill
each State agency directly an administrative fee for
use of CMAS. The administrative fee should NOT
baincluded inthe order total, nor remitted before om
invoice inreceived from DGS. This administrative
fee is waived ( nrCMA8 purchase orders issued to
California certified small bus) nosnos'.

See the current administrative fees inthe DGS Price
Book at: www, dqs. ca.-Qov/ ofs/ Pdcebook. aspx.

Orders from Local Govemment Aaencles:

CMAScontractors, who are not California certified
small businesses, are required m remittothe DGS
anincentive fee equal hn1% ufthe total ofall local
government agency orders ( excluding sales tax and
freight) placed against their CMAS. This incentive
fee is in lieu of local government agencies being
billed the above referenced DGS administrative fee,
This incentive bm is waived for CMAG purchase
orders issued to California certified
small,
businesses.

The check covering this fee shall bemade payable
tothe Department ofGeneral Services, CMAGUnit,
and mailed to the CMAG Unit along with the
applicable Quarterly Rmpo± See the provision in
this CMAG entitled ' Contractor Quarterly Report
Process' for Information onwhen and where tosend
these checks and reports,

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:

CMA8numbor
Agency purchase order number
Agency Bill Code
Line item number
Unit price
Extended line item price
Invoice total
97 SACTECH
CIVIAS NO, 3- 18-70-2300AA
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.

Advance payment is allowed for services only under
limited, narrowly defined circumstances, e. g.,
between specific departments and certain types of
non- profit organizations, or when paying another
government agency ( Government Code ( GC) §
11256 — 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
Sactech accepts the State of California credit card
CAL - Card).

A purchase order is required even when the ordering
department chooses to pay the CMAS contractor via
the CAL - Card. Also, the DGS administrative fee is
applicable for all CMAS orders to suppliers not
California certified as a small business,

7. 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 $ Mart
and/ or Lease $ Mart).

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 $ Mart"' Administrator,
Patrick Mullen by phone at ( 916) 375- 4617 or via email at patrick. mull enAdgs. ca. gov for further information.

CONTRACTOR QUARTERLY REPORT PROCESS
CMAS contractors are required to submit a detailed
CMAS Business Activity Report on a quarterly basis to
the CMAS Unit, See Attachment B for a copy of this form and instructions.

Ordering Instructions and Special Provisions
This report shall be mailed to:

Department of General Services
Procurement Division — CMAS Unit
Attention: Quarterly Report Processing
PO Box 989052, MS 42- 202
West Sacramento, CA 95798- 9052
Reports that include checks for incentive fees must be
mailed and shall not be e- mailed. All other reports may be e- mailed to the attention of Quarterly Report
Processing as follows:

CMAS Unit E -Mail: cmas@dgs, ca. gov
For the full instructions on completing and submitting
CMAS Quarterly Business Activity Reports, and a soft
copy of a blank quarterly report form, go to
www. dqs.ca-gov/pd/ Pro.grams/ Leveraged/ CMAS. aspx,
and then select " For Suppliers/ Contractors",
Important things to remember regarding CMAS Quarterly
Business Activity Reports ( referred to as "reports" below):

A report is required for each CMAS, each quarter,
even when no new purchase orders are received in
the quarter.

A separate report is required for each CMAS,
Each purchase order must be reported only
once in the quarter identified by the purchase
order date, regardless of when the services
were performed, the products were delivered,
the invoice was sent, or the payment was
received.

Purchase orders from State and local government
agencies must be separated on the report, as
shown In the instructions.

CMAS contractors must report the sales activity for
all resellers listed on their CMAS.

Any report that does not follow the required format
or excludes required information will be deemed
incomplete and returned to the CMAS contractor for
corrections.

Taxes and freight must not be included In the report.

CMAS contractors who are not California certified
small businesses must attach to their quarterly
report a check covering the required incentive fee
for all CMAS sales to local government agencies
see more information below).

New CMAS agreements,' renewals, extensions, and
modifications will be approved only if the CMAS
contractor has submitted all required quarterly
reports and incentive fees.

CMAS Quarterly Business Activity Reports are due in the CMAS Unit within two weeks after the end of each quarter as shown below:

Quarter 1 Jan 1 to Mar 31 Due Apr 15
Quarter 2 Apr 1 to Jun 30 Due Jul 15
Quarter 3
Jul 1 to Sep 30 Due Oct 15
Quarter 4 Oct 1 to Dec 31 Due Jan 15
98 SACTECH
CIVIAS NO. 3- 18- 70- 23001A
CM4Scontractors who are not California certified small
businesses must remit ( oDGS enincentive fee equal ko
1% of the total of all | ooe| government agency orders
excluding eelou tax and freight) placed against their
CMAQegnovmenKw). This incentive fee iainlieu nflocal
government agencies being billed the above referenced
DGS administrative fee,
CMAS contractors cannot charge local government
agencies anadditional 1% charge one separateU item
k/ cover the incentive he. The CMAS contractor must
include the 196incentive fee inthe price ofthe products orservices offered, and the line item prices must not
exceed the applicable base contract prices,
A local government agency is any city, county, district, or other local governmental body, including the California State University ( CSU) and University of California ( UC) systems, K- 12 public schools and community colleges
empowered to expend public funds.

This incentive fee Iswaived for CMA8purchase orders
issued tuCalifornia onrti8edsmall businesses.

The check covering this fee shall h* made payablehothe
Department of General Services, CMAGUnit, and mailed
to VheCMAS Unit along with the app| oableQuartaMy
Report. See the provision in this OMA8 entitled
Contractor Quarterly Report Process" for }nfonneUnnon
when and where tosend these checks and reports.

OBTAINING COPY OF ORIGINAL CIVIAS AND
SUPPLEMENTSA copy ofa CMAS and supp| emonbo, if any, can be obtained at caleprocure. ca. cjQ . A unmp| mta OMAS
consists of the following:

OMAS includes the signature
page, ordedng instructions and special provisions,
and any attachments or exhibits as prepared by the
CMAS Unit)
CMAOTerms and Conditions.

Federal GSA ( or Mon' GSA) terms and conditions
Product/ service listing and prices
Supplements, ifapplicable.
tioimportant for the agency toconfirm that the required products, services, and prices are included inthe CMA8
and are at or below buoo contract mtno. To streamline
substantiation that the needed } kame are in the base
contract, the agencies should ask the OMA8 contractor
to identify the specific pages from the base contract that include the required pmduoto, oom| una, and pdnna,
Agencies should save these pages for their file
documentation.

Ordering Instructions and Special Provisions '

PROHIRITED
When subcontractor ultimately provides all of the
products urperfonn all o/ the services that oCMAG
contractor has aQnoad to provide, and the phme
onnkar(nr only handles the invoicing of axpand|\ ureo,
then the prime contractor' s role becomes that nf ahmno| agent because | t| m merely administrative in natue, and does not provide aCommercially Useful Function ( OVF).

It is unacceptable touse fiscal agents in this manner
because the agency is paying unnecessary
administrative costs.

Each agency isresponsible for its own contracting
program and purchasing doc| m} ona, 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
Government Code ( GC) § 19130b ( 3) for outsourcing
It is the moponabUdY 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 du not have legal services available to you within your agency, the DGS Offioo of Legal Services is
available to provide services on a contractual basis,

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
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 88, Section 98. 510.

Participants; responsibilities. The mQubUono were
published as Part N| of the May 26' 1988 Federal
Register ( pages 19160- 19211).
99 CALIFORNIA MULTIPLE AWARD SCHEDQLE( CMAS)

SACTECH
CMASNO. 348J0- 23U0AA

CONTRACTOR TRAVEL

ACCEPTANCETE TING CRITERIA
The provision for travel expense reimbursement is - — ----------- included | nthis Oh4A8. |
fthe agency wants toInclude acceptance testing for all
newly Installed technology systems, and individual
It Is Important the agency and Oh1AS contractor discuss equipment, and machines which are added or 8o| d n000maory travel requirements prior to issuing the modified ( modification of machine from one model in purchase order because the detail and cost ( only an another) after osuccessful performance period, the test allowed for | nthe OMAS) must beIncluded | nthe agency oh( oha must he included in the purchase order to be purchase order tobepayable, applicable.

State agencies may onlymimh travel and per them
expenses according to State travel time and per them
rules for State employees, All travel expenses must be
incorporated into the purchase order. For the current
travel and per them reimbursement rates, go to the
California Department of Human Resources' website at:

Notwithstanding the CMAS provisions, the State will not be responsible for the cost of travel to bring contractor personnel from out- of- state to the job site ( unless
specifically arranged by agency in advance), If requested by the agency, the State will be responsible for
reimbursement of travel expenses from one California
agency site to another,
State agencies should refer to State Administrative
Manual ( SAM) B
0774 " Travel and Related
Reimbursement ofPersons Not State Employees", whan
transportation and per them costs are hohereimbursed
by the State. Reimbursement must bn supported by
nouoipta.

Local government agencies will pay travel and per them
expenses according totheir statutory requirements.

LIQUIDATED DAMAGES FOR LATE DELIVERY
The value ofthe liquidated damages cannot beapenalty,
must be uWa| lyagread upon byagency and contractor
and included | nthe purchase order tnbeapplicable.

Ordering Instructions and Special Provisions 10
Section 504 of the Rehabilitation Act of 1873 as
amended; Title Nand N} o( the Civil Rights Act of 1364
as amended; Americans with Dimeb| U8em Act, 42 USC
12101; California Code oJRegulations, Title 2, T|Uo 22; California Government Ooda, Sections 11135, et seq.;
and other federal and State laws, and Executive Orders
prohibit diachm| noUon. All pmgnama, uohvi! ien.
employment opportunities, and services must bemade
available to all persons, including persons with
disabilities. See Attachment Afor Procurement Division' s ADA Compliance Policy of Nond| uohm| nodon on the
Basis ofDisability.

Individual government agencies are responsible for self - compliance withADAmgu| ehnnn.

Contractor sponsored eventsmuo eWo
accommodations for persons with disabilities.

DGS PROCUREMENT DIVISION CONTACT AND

PHONE NUMBER
Department of General Services
Procurement Division, CMAS Unit
707 Third Street, 2nd Floor, MS 2- 202
West Sacramento, CA 95605- 2811
Phona# ( S10) 975- 4305
100
IrL. K-. i%If 7= 7--MMA7

SACTECH
WAS NO. 3-18- 70- 2300AA

ATTACHMENT A
To meet and carry out compliance with the nondiscrimination requirements the Americans With Disabilities Act ( ADA), it is the policy of the Procureme Division ( within the State Department of General Services) to make every effo to ensure that its programs, activities, and services are available to all person including persons with disabilities. I
For persons with a disability needing a reasonable accommodation to participate in the Procurement process, or for persons having questions regarding reasonable accommodations for the Procurement process, please contact the Procurement Division at ( 916) 375- 4400 ( main office); the Procurement Division TTY/ TDD ( telephone device for the deaf) or California Relay Service numbers which are listed below. You may also contact directly the Procurement Division contact person who is handling this procurement, The Procurement Division TTY telephone numbers are:

Sacramento Office: ( 916) 376- 1891
Fullerton Office: ( 714) 773- 2093
The California Relay Service Telephone Numbers are:

Voice
TTY:

Ordering Instructions and Special Provisions 11
101
13 0
I=
0 L.
13 13 13 D
a
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102

ATTACHMENT B
1, Complete the top of the form with the appropriate information for your company,

2. Agency Name - Identify the State agency or Local Government agency that issued the order,

3. Purchase Order Number-| dentify the purchase order number ( and amendment number if applicable) on the order form. This is not your Invoice number. This is the number the State agency or Local Government agency assigns tnthe order,
4, Purchase Order Date - Identify the date the purcha ' se order was issued, as shown on the order. This is not the date You received, accepted. or invoiced the order, G. Total Dollars Per PO ' Identify the total dollars nfthe order excluding tax and freight, Ta: must NOT be included in the quarterly naport, even if the agency includes tax on the purchase order, The total dollars per order should indicate the entire purchase order amount ( less tax and freight) regardless of when you invoice order, perform services, deliver pnzduot, or receive payment.

O. Agency Contact - Identify the ordering agency' s contact person on the purchase order,

7. Agency Address - Identify the ordering agency' s address on the purchase order.

8. Phone Number - Identify the phone number for the ordering agency' s contact person, S. Total State Sales & Total Local Soles - Separately identify the ( pto| State dollars end/ or Local Government agency dollars ( pre- tax) for all orders p| nuad in quarter.

10. i% Remitted to DGS - Identify 1% ofthe total Local Government agency dollars reported for the quarter. This is the amount to be remitted to DGS by contractors who are not California certified small businesses.

11. Grand Total - Identify the total of all State and Lona! Government agency dollars reported for the quarter.

Notes:

Aropnrt isrequired for each CIVIAS. each quarter, even if there are nonew orders for the quarter.

Quarterly reports are due two weeks after the end of the quarter.

Ordering Instructions and Special Provisions 13
103
GSPD- 401 IT- CMAS
DEFINITIONS: Unless otherwise specified In the Statement of synonymous with ' supplier, ' vendor* or other similar Work the following terms shall be given the meaning shown, term, unless context requires otherwise, k) Data Processing Subsystem" means a complement of a) ' Acceptance Tests" means these tests performed Contractor -furnished Individual Machines, including the during the Performance Period which are Intended to necessary controlling elements ( or the functional determine compliance of Equipment and Software with equivalent), Operating Software and Software, If any, the specifications and all other Attachments Incorporated which are acquired to operate as an Integrated group, and herein by reference and to determine the reliability of the which are Interconnected entirely by Contractor - supplied Equipment. power and/or signal cables; e.g,, direct access controller b) " Application Program" means a computer program and drives, a cluster of terminals with their controller, etc. which is Intended to be executed for the purpose of 1) Data Processing System ( System)" means the total performing useful work for the user of the Information complement of Contractor - famished Machines, Including being processed. Application programs are developed or one or - more central processors ( or Instruction otherwise acquired by the user of the Hardware/ Software processors), Operating Software which are acquired to system, but they may be supplied by the Contractor, operate as an integrated group, c) " Attachment" means a mechanical, electrical, or m) Deliveraleles" means Goods, Software, Information electronic Interconnection to the Contractor - supplied Technology, telecommunications technology, Hardware, Machine or System of Equipment, manufactured by other and other items ( e. g. reports) to be delivered pursuant to than the original Equipment manufacturer, that Is not this Contract, including any such Items furnished incident connected by the Contractor, to the provision of services. d) " Business entity" means any Individual, business, n) Designated CPU( s)" means for each product, if partnership, joint venture, corporation, $- corporation, applicable, the central processing unit of the computers limited liability company, We proprietorship, joint stock or the server unit, Including any associated peripheral company, consortium, or other private legal entity units. If no specific ' Designated CPU( s)' are specified on recognized by statute. the Contract, the term shall mean any and all CPUs a) " Buyer" means the State' s authorized contracting located at the site specified therein. official, o) Documentation" means manuals and other printed 0 " Commercial Hardware" means Hardware developed or materials necessary or useful to the State in its use or regularly used that: ( 1) has been sold, leased, or licensed maintenance of the Equipment or Software provided to the general public; ( 11) has been offered for sale, lease, hereunder. Manuals and other printed materials or license to the general public; ( III) has not been offered, customized for the State hereunder constitute Work sold, leased, or licensed to the public but will be available Product If such materials are required by the Statement of for commercial sale, lease, or license In time to satisfy the work. delivery requirements of this Contract: or ( Iv) satisfies p) Equipment" Is an all- inclusive term which refers either criterion expressed In ( 1), ( 1!), or ( 111) above and would to individual Machines or to a complete Data Processing require only minor modifications to meet the requirements System or subsystem, Including its Hardware and of this Contract, Operating Software ( if any).
g) " Commercial Software" means Software developed or q) Equipment Failure" is a malfunction In the Equipment, regularly used that: ( 1) has been sold, leased, or licensed excluding all . external factors, which prevents the to the general public; ( 11) has been offered for sale, lease, accomplishment of the Equipment' s Intended function( s). or license to the general public; ( III) has not been offered, If microcode or Operatingting Software residing In the thsold, leased, or licensed to e public but will be available Equipment Is necessary for the proper operation of the for commercial sale, lease, or license In time to satisfy the Equipment, a failure of such microcode or Operating delivery requirements of this Contract; or ( Iv) satisfies a Software which prevents the accomplishment of the criterion expressed In ( 1), ( 11), or ( 111) above and would Equipments, Intended functions shall be deemed to be an require only minor modifications to meet the requirements Equipment Failure. of this Contract, r) Facility Readiness Date" means the date specified in h) " Contract" means this Contract or agreement ( including the Statement of Work by Mich the State must have the any purchase order), by whatever name known or in site prepared and available for Equipment delivery and whatever format used, installation.
1) " Custom Software" means Software that does not s) Goods" means all types of tangible personal property, meet the definition of Commercial Software, including but not limited to materials, supplies, and j) " Contractor" means the Business Entity with whom the Equipment ( Including computer and telecommunications State enters, Into this Contract. Contractor shall be Equipment), REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 1 OF 30
104
GSPD- 401 IT- CMAS

CALIFORNIA MULTIPLE AWARD SCHEDULES ( CMAS)

GENERAL PROVISIONS - INFORMATION TECHNOLOGY
t) " Hardware" usually refers to computer Equipment and is contrasted with Software. See also Equipment,
u) " Installation Date" means the date specified In the Statement of Work by which the Contractor must have the ordered Equipment ready ( certified) for use by the State. v) " Information Technology' Includes, but Is not limited to, all electronic technology systems and services,
automated Information handling, System, design and
analysis, conversion of data, computer programming,
Information storage and retrieval, telecommunications
which Include voice, video, and data communications,
requisite System controls, simulation, electronic
commerce, and all related Interactions between people
and Machines. -
w) " Machine" means an Individual unit of a Data Processing System or subsystem, separately identified by a type
and/ or model number, comprised of but not limited to
mechanical, electro - mechanical, and electronic parts, microcode, and special features installed thereon and
including any necessary Software, e. g., central
processing unit, memory module, tape unit, card reader, etc.
x) " Machine Alteration" means any change to a
Contractor -supplied Machine which Is not made by the
Contractor, and which results In the Machine deviating
from its physical, mechanical, electrical, or electronic Including microcode) design, whether or not additional
devices or parts are employed In making such change,
y) " Maintenance Otagnostic Routines" means the
diagnostio programs customarily used by the Contractor
to test Equipment for proper functioning and reliability. z) " Manufacturing Materials" means parts, tools, dies, jigs., fixtures, plans, drawings, and Information produced or acquired, or rights acquired, specifically to fulfill obligations set forth herein.
aa) " Mean Time Between Failure ( MTBF)" means the
average expected or observed time between consecutive
failures In a System or component.
bb) " Mean Time to Repair ( MTTR)" means the average
expected or observed time required to repair a System or component and return It to normal operation.
cc) " Operating Software" means these routines, whether or not Identified as Program Products, that reside In the
Equipment and are required for the Equipment to perform Its intended function( s), and which Interface the operator, other Contractor - supplied programs, and user programs to the Equipment.
dd) " Operational Use Tim" means for performance
measurement purposes, that time during which
Equipment Is In actual operation by the State. For
maintenance Operational Use Time purposes, that time
during which Equipment is In actual operation and Is not synonymous with power on time.
ee) " Period of Maintenance Coverage" means the period of time, as selected by the State, during which maintenance services are provided by the Contractor for a fixed
monthly charge, as opposed to an hourly charge for
services rendered, The Period of Maintenance Coverage
consists of the Principal Period of Maintenance and any additional hours of coverage per day, and/ or increased coverage for weekends and holidays,
ff) ' Preventive Maintenance" means that maintenance,
performed on a scheduled basis by the Contractor, which is designed to keep the Equipment In proper operating
condition.
99) " Principal Period of Maintenance" means any nine
consecutive hours per day ( usually between the hours of 7: 00 a. m. and 6:00 p, m,) as selected by the State,
including an official meal period not to exceed one hour, Monday through Friday, excluding holidays observed at
the Installation.
hh) ' Programming Aids" means Contractor - supplied
programs and routines executable on the Contractor' s
Equipment which assists a programmer in the
development of applications Including language
processors, sorts, communications modules, data base
management systems, and utility routines, ( tape -to -disk routines, disk -to -print routines, etc,).
11) " Program Product" means programs, routines,
subroutines, and related Items which are proprietary to the Contractor and which are licensed to the State for Its use, usually on the basis of separately stated charges and appropriate contractual provisions,
jj) * Remedial Maintenance" means that maintenance
performed by the Contractor which results from
Equipment ( including Operating Software) failure, and
which Is performed as required, i.e., on an unscheduled basis,
kk) " Software" means an all- inclusive tern which refers to any computer programs, routines, or subroutines supplied by the Contractor, including Operating Software,
Programming Aids, Application Programs, and Program
Products.
11) " Software Failure" means a malfunction in the
Contractor - supplied Software, other than Operating
Software, which prevents the accomplishment of work,
even though the Equipment ( Including Its Operating
Software) may still be capable of operating property, For Operating Software failure, see definition of Equipment Failure,
mm) " State" means the government of the State of California, Its employees and authorized representatives, Including without limItatiori any departme6t, agency, or other unit of the government of the State of California,
nn) " System" means the complete collection of Hardware, Software and services as described in this Contract,
REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 2 OF 30
105
Integrated and functioning together, and performing In otherwise mandated by law, the , tate may participate in accordance with this Contract, such action at its own expense with respect to attorneys' oo) " U. S. Intellectual Prop" Rights" means intellectual fees and costs ( but not liability); ( il) Mere a settlement property rights enforceable in the United States of would Impose liability on the State, affect principles of America, Including v4thout limitation rights In trade California government or public law, or Impact the secrets, copyrights, and U, S, patents, authority of the State, the Department of General Services any2. will have the right to approve or disapprove
CONTRACT FORMATION: If this Contract results from a
settlement or compromise, which approval will not
Letter of Offer, then Contractor' s offer is deemed a firm offer unreasonably be withheld or delayed; and ( III) the State and this Contract document is the State' s acceptance of that will reasombiy cooperate in the defense and in any
offer.
related settlement negotiations.
d) If this Contract Is in excess of $5 A, OW, it is subject to the

3. COMPLETE INTEGRATION: This Contract, Including any requirements of the World Trade Organization ( WTO) documents Incorporated herein by express reference, Is Government Procurement Agreement ( GPA).

Intended to be a complete Integration and there are no prior or e) To the extent that this Contract falls within the scope of contemporaneous different or additional agreements
Government Code Section 11135, Contractor hereby
pertaining to the subject matter of the Contract,
agrees to respond to and resolve any complaint brought
to Its attention, regarding accessibility of Its products or

4. SEVERABILITY., The Contractor and the State agree that It services.
any provision of this Contract is found to be Illegal or unenforceable, such term or provision shall be deemed 8. CONTRACTOR' S POWER AND AUTHORITY: The stricken and the remainder of the Contract shall remain In full Contractor warrants that it has full power and authority to grant force and effect. Either party having knowledge of such term the rights herein granted and will hold the State harmless from or provision shall promptly Inform the other of the presumed and against any loss, cost, liability, and expense ( including non - applicability of such provision. reasonable attorney fees) arising out of any breach of this warranty, Further, Contractor avers that It will not enter into 5, INDEPENDENT CONTRACTOR: Contractor and the agents
anyandemployeesofContractor, any arrangement with any third party which might abridgeIn the performance of this rights of the State under this Contract.

Contract, shall act In an Independent capacity and not as a)
writingofficersoremployeesoragentsoftheState, The State will notify Contractor of any such claim In and tender the defense thereof within a reasonable time; and

6. APPLICABLE LAW, This Contract shall be governed by and b) The Contractor wil[ have sole control of the defense of anyshallbeInterpretedInaccordancewiththelawsoftheStateof action on such claim and all negotiations for its settlement California: venue of any action brought with regard to this or compromise; provided that ( 1) when substantial
Contract shall be In Sacramento County, Sacramento,
principles of government or public law are involved, when California. The United Nations Convention on Contracts for the litigation might create precedent affecting future State International Sale of Goods shall not apply to this Contract, operations or liability, or when involvement of the State is

7. COMPLIANCE WITH STATUTES AND REGULATIONS: otherwise mandated by law, the State may participate in a) The State and the Contractor warrants and certifies that such action at Its awry expense with respect to attorneys' In the performance of this Contract, It will comply with all fees and costs ( but not liability); ( 0) Mere a settlement applicable statutes, rules, regulations and orders of the would Impose liability on the State, affect principles of United States and the State of California, The Contractor California government or public law, or Impact the agrees to Indemnify the State against any loss, cost, authority of the State, the Department of General Services damage or liability by reason of the Contractor' s violation will have the right to approve or disapprove any of this provision. settlement or oompromise, which approval will not b) The State will notify Contractorotany such claim In writing unreasonably be withheld or delayed-, and ( 111) the State and tender the defense thereof within a reasonable time; Wit reasonably cooperate In the defense and In any and
related settlement negotiations,
c) The Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement

9. CMAS — ASSIGNMENT:
or compromise; provided that ( I) when substantial
a) This. Contract shall not be assignable by the Contractor In principles of government or public law are Involved, when whole or in part without the written consent of the State. litigation might create precedent affecting future State The State' s consent shall not be unreasonably withheld operations or liability, or when involvement of the State Is or delayed. For the purpose of this paragraph, State will REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 3 OF 30
106
llzmfi .

CALIFORNIA MULTIPLE AWARD SCHEDULES ( CMAS)

GENERAL PROVISIONS - INFORMATION TECHNOLOGY
not unreasonably prohibit Contractor from freely 11) the number of the container In which the packing assigning Its right to payment, provided that Contractor sheet has been enclosed. remains responsible for its obligations hereunder. b) All shipments by Contractor or Its subcontractors must b, Should the State desire financing of the assets provided include packing sheets idenitying: the State's Contract hereunder through GS$ Mart, the States financial number; Item number; quantity and unit of measure; part marketplace, the Contractor agrees to assign to a State- number and description of the Goods shipped; and designated tender Its right to receive payment from the appropriate evidence of Inspection, if required. Goods for State for the assets in exchange for payment by the different Contracts shall be listed on separate packing lender of the cash purchase price for the assets, Upon sheets, notice to do so from the State -designated tender at any c) Shipments must be made as specified in this Contract, as time prior to payment by the State for the as -sets, the It may be amended, or otherwise directed in writing by the Contractor will execute and deliver to the State- State' s Transportation Management Unit within the designated lender an assignment agreement and any Department of General Services, Procurement Division. additional documents necessary for the State selected
financing plan, The State -designated lender will pay the 13. TRANSPORTATION COSTS AND OTHER FEES OR Contractor according to the terms. of the Contractor' s EXPENSES: No charge for delivery, drayage, express, parcel Invoice upon acceptance of the assets by the State, post, packing, cartage, Insurance, license fees, permits, cost of bonds, or for any other purpose will be paid by the State unless

10. WAIVER OF RIGHTS: Any action or Inaction by the State or expressly included and iternlzed In the Contract, the failure of the State on any occasion, to enforce any right or a) The Contractor must strictly follow Contract requirements provision of the Contract, shall not be construed to be a waiver regarding Free on Board ( F.O.B,), freight terms and by the State of Its rights hereunder and shall not prevent the routing Instructions. The State may permit use of an State from enforcing such provision or right on any future alternate carrier at no additional cost to the State with occasion. The tights and, remedies of the State herein are advance written authorization of the Buyer, cumulative and are In addition to any other rights or remedies b) If "prepay and add" Is selected, supporting freight bills are that the State may have at law or In equity, required when over $ 50, unless an exact freight charge is approved by the Transportation Management Unit within

11. CMAS — ORDER OF PRECEDENCE: In the event of any the Department of General Services Procurement Inconsistency between the articles, attachments, specifications Division and a waiver is granted. or provisions which constitute this Contract, the following order c) On * F.O. B, Shipping Point' transactions, should any of precedence shall apply: shipments under; the Contract be received by the State In a) These General Provisions — Information Technology ( In a damaged condition and any related freight loss and the Instances provided herein where the paragraph damage claims filed against the carder or carriers be begins: ' Unless otherwise specified In the Statement of wholly or partially declined by the carrier or carriers with Work' provisions specified In the Statement of Work the Inference that damage was the result of the act of the replacing these paragraphs shall take precedence over shIpW such as Inadequate packaging or loading or some the paragraph referenced In these General Provisions); inherent defect in the Equipment and/ or material, b) Contract form, i.e., Purchase Order STD 65, Standard Contractor, on request of the State, shall at Contractor' s Agreement STD 213, etc., and any amendments thereto-, own expense assist the State in establishing carrier c) Other Special Provisions; liability by supplying evidence that the Equipment and/ or d) Federal GSA ( or other multiple award) terms and material was property constructed, manufactured, conditions; packaged, and securedto withstand normal
a) Statement of work, Including any specifications transportation conditions. incorporated by reference herein; and
Ali other attachments Incorporated In the Contract by 14. DELIVERY: The Contractor shall strictly adhere to the delivery reference.
and completion schedules specified In this Contract, Time, if stated as a number of days, shallme- an calendar days unless

12. PACKING AND SHIPMENT:
otherwise specified, The quantities specified herein are the a) All Goods are to be packed In suitable containers for only quantities required. ifthe Contractor delivers In excess of protection in shipment and storage, and in accordance
the quantities specified herein, the State shall not be required with applicable specifications. Each container of a
maymultiplecontainershipmentshallbeidentifiedto: to make any payment for the excess Deliverables, and any1) return them to Contractor at Contractor' s expense or utilize show the number of the container and the total
other rights available to the State at law or in equity, number, of containers In the shipment; and
REVISED AND EFFECTIVE MARCH 15, 2018 - PAGE 4 OF 30
107
15, SUBSTITUTIONS: Substitution of Deliverables may not be tendered without advance written consent of the Buyer,
Contractor shall not use any specification In lieu of those contained In the Contract without written consent of the Buyer, 16, INSPECTION, ACCEPTANCE AND REJECTION: Unless
otherwise specified In the Statement of Work;
a) When acquiring Commercial Hardware or Commercial
Software, the State shalt rely on Contractor' s existing quality assurance system as a substitute for State
inspection and testing, For all other acquisitions,
Contractor and Its subcontractors will provide and
maintain a quality assurance system acceptable to the
State covering Deliverables and services under this
Contract and will tender to the State only those
Deliverables that have been Inspected and found to
conform to this Contract' s requirements, The Contractor will keep records evidencing Inspections and their result, and will make these records available to the State during Contract performance and for three years after final
payment, The Contractor shall permit the State to review procedures, practices, processes, and related documents to determine the acceptability of Contractor' s quality assurance System or other similar business practices
related to performance of the Contract
b) Ail Deliverables may be subject to Inspection and test by the State or its authorized representatives.
c) The Contractor and Its subcontractors. shall provide all reasonable facilities for the safety and convenience of Inspectors at no additional, cost to the State. The
Contractor shall furnish to Inspectors all Information and data as may be reasonably required to perform their
Inspection.
d) Subject to subsection 16 ( a) above, all Deliverables may be subject to final Inspection, test and acceptance by the State at destination, notwithstanding any payment or
Inspection at source.
e) The State shall give written notice of rejection of
Deliverables delivered or services performed hereunder
within a reasonable time after receipt of such Deliverables or performance of such services. Such notice of rejection will state the respects in which the Deliverables do not substantially conform to their spec4ficabons. If the State does not provide such notice of rejection within fifteen ( 15) days of delivery for purchases, of Commercial Hardware
or Commercial Software or thirty ( 30) days of delivery for all other purchases, such Deliverables and services will be deemed to have been accepted.. Acceptance by the
State will be final and Irreversible, except as it relates to latent defects, fraud, and gross mistakes amounting to
fraud. Acceptance shall not be construed, towaive any
warranty rights that the State might have at law or by
express reservation In this Contract with respect to any nonconformity.

17. SAMPLES:
a) Samples of items may be required by the State for
Inspection and specification testing and must be furnished free of expense to the State. The samples fumIshed must be Identical in all respects to the products offered andlor specified in the Contract.
b) Samples, if not destroyed by tests, may, upon request made at the time the sample is furnished, be returned at Contractors expense,
18, CMAS — WARRANTY: The following warranty language Is In addition to the warranty language provided In the federal GSA Multiple Award Schedule or other base Contract used to
establish this CMAS Contract. When there Is a conflict
between the language, the following warranty language
overrides,
a) Unless otherwise specified In the Statement of Work, the warranties in this subsection a) begin upon delivery of the goods or services in question and end one ( 1) year
thereafter, The Contractor warrants that ( I) Deliverables and services furnished hereunder will substantially
conform to the requirements of this Contract ( including without limitation all descriptions, specifications, and drawings Identified in the Statement of Work), and ( ii) the Deliverables will be -free from material defects In materials and workmanship. Where the parties have agreed to
design specifications ( such as a Detailed
I
Designgn
Document) and Incorporated the same or equivalent In
the Statement of Work directly or by reference, the
Contractor will warrant that Its Deliverables provide all material functionality required thereby, In addition to the other warranties set forth herein, where the Contract calls for delivery of Commercial Software, the Contractor
warrants that such Software will perform In accordance
with Its license and accompanying Documentation. The
State' s approval of designs or specifications furnished by Contractor shall not relieve the Contractor of Its
obligations under this warranty.
b) The Contractor warrants that Deliverables furnished
hereunder ( 1) will be free, at the time of delivery, of harmful code ( i. e. computer viruses, worms, trap doors, time
bombs, disabling code, or any similar malicious
mechanism designed to interfere with the intended
operation of, or cause damage to, computers, data, or
Software);, and ( 11) will not Infringe or violate any U. S.

Intellectual Property Right, Without limiting the generality of the foregoing, If the State believes that harmful code may be present in any Commercial Software delivered
hereunder, the Contractor will, upon the State' s request, provide a new or clean Install of the Software.
c) Unless otherwise specified in the Statement of Work; I) The Contractor does not warrant that any Software
provided hereunder Is error -free or that it will run
without Immaterial Interruption,
REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 5 OF 30
108
ICMPIEA1 111
it) The Contractor dm not warrant and will have no 20. INSURANCE: The Contractor shall maintain all commercial responsibility for a claim to the extent that it arises general liability Insurance, workers' compensation Insurance directly from ( A) a modification made by the State, and any other insurance required under the Contract, The unless such modification is approved or directed by Contractor shall fumlsh Insurance certificates) evidencing the Contractor, ( B) use of Software In combination required insurance coverage acceptable to the State, Including with or on products, other than as specified by endorsements showing the State as an " additional Insured' if Contractor, or ( 0) misuse by the State, required under Contract. Any required endorsements 111) Where the Contractor resells Commercial Hardware requested by the State must be separately provided; merely or Commercial Software It purchased from a third referring to such coverage on the certificates( s) is insufficient party, Contractor, to the extent It Is legally able to do for this purpose. When performing work on state owned or so, will pass through an such third party warranties controlled property, Contractor shall provide a waiver of to the State and will reasonably cooperate In subrogation In favor of the State for its workers' compensation enforcing them, Such warranty pass- through will not policy. relieve the Contractor from Contractors warranty,
obligations set forth above, 21. TERMINATION FOR NOWAPPROPRIATION OF FUNDS:
d) Ali warranties, Including special warranties specified a) If the term of this Contract extends Into fiscal years elsewhere herein, shall inure to the State, its successors, subsequent to that In which it Is approved, such
assigns, customer agencles, and governmental users of
continuation of the Contract Is contingent on the
the Deliverables or services, appropriation of funds for such purpose by the a) Except as may be specifically provided in the Statement Legislature. If funds to effect such continued payment are of Work or elsewhere In this Contract, for any breach of not appropriated, the Contractor agrees to take back any the warranties provided In this Section, the State' s
affected Deliverables furnished under this Contract,
exclusive remedy and Contractor' s sole obligation will be terminate any services supplied to the State under this limited to: Contract and relieve the State of any further obligation I) re - performance, repair, or replacement of the
therefor.
nonconforming Deliverable ( Including without
b) The State agrees that If it appears likely that subsection limitation an Infringing Deliverable) or service; or
a) above will be Invoked, the State and Contractor shall III should the State In its sole discretion consent, refund agree to, take all reasonable steps to prioritize work and of all amounts, paid by the State for the
Deliverables and minimize the Incurrence of owls prior to nonconforming Deliverable or service and payment the expiration of funding for this Contract, to the State of any additional amounts necessary to
o) THE STATE AGREES THAT IF PARAGRAPH a) ABOVE
equal the State' s Cost to Cover, ' Cost to Cover'

IS INVOKED, COMMERCIAL HARDWARE AND
means the cost, properly mitigated, of procuring

SOFTWARE THAT HAS NOT BEEN PAID FOR, SHALL
Dellverables or services of equivalent capability,

BE RETURNED TO THE CONTRACTOR IN
function, and performance. The payment obligation SUBSTANTIALLY THE SAME CONDITION IN WHICH in subsection e#) above will not exceed the limits DELIVERED TO THE STATE, SUBJECT TO NORMAL on Contractor' s liability set forth In the Section WEAR AND TEAR, THE STATE FURTHER AGREES entitled ' Limitation of Liability,"

TO PAY FOR PACKING, CRATING,

EXCEPT FOR THE EXPRESS WARRANTIES TRANSPORTATION TO CONTRACTOR' S NEAREST

SPECIFIED IN THIS SECTION, CONTRACTOR MAKES FACILITY AND FOR REIMBURSEMENT TO THE

NO WARRANTIES EITHER EXPRESS OR IMPLIED, CONTRACTOR FOR EXPENSES INCURRED FOR

INCLUDING WITHOUT LIMITATION ANY IMPLIED THEIR ASSISTANCE IN SUCH PACKING AND WARRANTIES OF MERCHANTABILITY OR FITNESS CRATING.

FOR A PARTICULAR PURPOSE.
22, TERMINATION FOR THE CONVENIENCE OF THE STATE:

19. SAFETY AND ACCIDENT PREVENTION: In performing work a) The State may terminate performance of work under this under this Contract on State premises, the Contractor shall Contract for its convenience In whole or, from time to time, conform to any specific safety requirements contained In the In part, If the Department of General SeMces, Deputy Contract or as required by law or regulation, The Contractor Director Procurement Division, or designee, determines shall take any additional precautions as the. State may that a termination is in the State' s Interest, The reasonably require for safety and accident prevention Department of General Services, Deputy Director, purposes, Any violation of such rules and requirements, unless Procurement Division, or designee, shall terminate by promptly corrected, shall be grounds for termination of this delivering to the Contractor a Notice of Termination Contract in accordance with the default provisions hereof, specifying the extent of termination and the effective date thereof.

REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 6 OF 30
109
b) After receipt of a Notice of Termination, and except as writing by the parties, and sound business practices in directed by the State, the Contractor shall Immediately determining all costs claimed, agreed to, or determined proceed with the following obligations, as applicable, under this clause. regardless of any delay In determining or adjusting any amounts due under this clause, The Contractor shall: 23. TERMINATION FOR DEFAULT:

I) Stop work as specified in the Notice of Termination. a) The State may, subject to the clause titled ' Force if) Place no further subcontracts for materials, services, Majeure' and to sub -section d) below, by written notice of or facilities, except as necessary to complete the default to the Contractor, terminate this Contract in whole continuing portion of the Contract, or In part If the Contractor fails to:

III) Terminate all subcontracts to the extent they relate 1) Deliver the Deliverables or perform the services to the work terminated, within the time specified in the Contract w any N) Settle all outstanding liabilities and termination amendment thereto; settlement proposals arising from the termination of 11) Make progress, so that the Lack of progress subcontracts; endangers perfon- nance of this Contract: or c) After termination, the Contractor shall submit a final 111) Perforrn any of the other provisions of this Contract. termination settlement proposal to the State in the form b) The State' s right to terminate this Contract under sub - and with the Information prescribed by the State. The section a) above, may be exercised only If the failure Contractor shall submit the proposal promptly, but no later constitutes a material breach of this Contract and If the than 90 days after the effective date of termination, unless Contractor does not cure such failure within the time a different time Is provided In the Statement of Work or In frame stated in the State's cure notice, which in no event the Notice of Termination. will be less than fifteen ( 15) dam unless the Statement of d) The Contractor and the State may agree upon the whole Wort calls for a different period, or any part of the amount to be paid as requested under c) If the State terminates this Contract In whole or In part subsection ( o) above. pursuant to this Section, It may acquire, under terms and a) Unless otherwise set forth In the Statement of Work, If the In the manner the Buyer considers appropriate, Contractor and file State fall to agree on the amount to be Deliverables or services similar to those terminated, and paid because of the termination for convenience, the the Contractor will be liable to the State for any excess State will pay the Conti -actor the following amounts, costs for those Deliverables and services, including provided that In no event will total payments exceed the without limitation costs third, party vendors charge for amount payable to the Contractor if the Contract had been Manufacturing Materials ( but subject to the clause entitled fully performed: Limitation of Liability). However, the Contractor shall 1) The Contract price for Deliverables or services continue the work not terminated, accepted or retained by the State and not previously d) If the Contract is terminated for default, the State may paid for, adjusted for any savings on freight and require the Contractor to transfer title, or In the case of other charges; and licensed Software, license, and deliver to the State, as 11) The total of' directed by the Buyer, any:

A) The reasonable costs Incurred in the 1) completed Deliverables, performance of the work, terminated', Including 11) partially completed Deliverables, and, InItiat costs and preparatory expenses iii) subject to provisions of sub - section e) below, allocable thereto, but excluding any cost Manufacturing Materials related to the terminated attributable to Defiverables or services paid or portion of this Contract. Nothing In this sub -section to be paid-, d) will be construed to grant the State rights to B) The reasonable cost of seating and paying Deliverables that It would not have received had this termination settlement proposals under Contract been fully performed. Upon direction of the terminated subcontracts that are property Buyer, the Contractor shall also protect and preserve chargeable to the terminated portion of the property In its possession in which the State has an Contract and Interest,
C) Reasonable storage, transportation, a) The State shall pay Contract price for completed demobilization, unamottzed overhead and Deliverables delivered and accepted and items the State capital costs, and other costs reasonably requires the Contractor to transfer under section ( d) Incurred by the Contractor In winding down above, Unless the Statement of Work calls for different and terminating its work. procedures or requires no -charge delivery of materials, The Contractor will use generally accepted accounting the Contractor and Buyer shall attempt to agree on the principles, or accounting principles otherwise agreed to in amount of payment for Manufacturing Materials and other REVISED AND EFFECTIVE MARCH 15, 2018 -- PAGE 7 OF 30
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GSPD- 401 I` F- CMAS
r
materials delivered and accepted by the State for the Contractor, any loss or damage sustained by the State in protection and preservation of the property; provided that procuring any items which the Contractor agreed to wftere the Contractor has billed the State for any such supply shall be borne and paid for by the Contractor ( but materials, no additional charge will apply, Failure to agree subject to the clause entitled ' Limitation of Liabilly), will constitute a dispute under the Disputes clause. The d) The State reserves the right to offset the reasonable cost State may withhold from these amounts any sum q
of all damages caused to the State against any
determines to be necessary to protect the State against outstanding invoices or amounts owes! to Contractor or to loss because of outstanding liens or claims of former lien make a claim against the Contractor therefore. holders,
f) if, after termination, it Is determined by a final decision that 26, LIMITATION OF LIABILITY:
the Contractor was not In default, the rights and a) Except as may be otherwise approved by the Department obligations of the parties shall be the same as if the of General Services Deputy Director, Procurement termination had been Issued for the convenience of the Division or their designee, Contractor' s liability for Stato. damages to the State for any cause Matsoever, and g) Both parties, State and Contractor, upon any termination regardless of the form of action, whether In Contract or In for default, have a duty to mitigate the damages suffered tort, shall be limited to the Purchase Price, For purposes by it, of this subsection a), " Purchase Price' will mean the h) The rights and remedies of the State in this clause are in aggregate Contract price; except that, with respect to a addition to any other rights and remedies provided by law Contract under which multiple purchase orders will be or under this Contract, and are subject to the clause fitted issued ( e.g., a Master Agreement or Multiple Award Limitation of liability." Schedule Contract), " Purchase Price' will mean the total price of the purchase order for the Deliverable( s) or

24. FORCE MAJEURE: Except for defaults of subcontractors at services) that gave rise to the loss, such that Contractor any tier; the Contractor shall not be liable for any excess costs will have a separatelimitation of liability for each purchase If the failure to perform the Contract arises from causes beyond order•
the control and without the fault or negligence of the b) The foregoing limitation of liability shall not apply ( 1) to any Contractor. Examples of such causes include, but are not liability under the General Provisions entitled limited to, Compliance with Statutes and Regulations', ( ii) to liability a) Acts of God or of the public enemy, and under the General Provisions entitled ' Patent, Copyright, b) Acts of the federal or State government in either its and Trade Secret indemnity' or to any other liability sovereign or contractual capacity. including without limitation indemnification obligations) for Infringement of thlyd party intellectual property rights; If the failure to perform Is caused by the default of a 111) to claims arising under provisions herein calling for subcontractor at any tier, and if the cause of the default Is indemnification for third party claims against the State for beyond the control of both the Contractor and subcontractor, death, bodily injury to persons or damage to real or
and without the fault or negligence of either, the Contractor tangible personal property caused by Contractor' s
shall not be liable for any excess costs for failure to perform, negligence or willful misconduct; or ( iv) to—costs or attorney' s fees that the State becomes entitled to recover 25, RIGHTS AND REMEDIES OF STATE FOR DEFAULT:
as a prevailing party in -any action,
a) in the event any Deiivefabies furnished or services
e) The State' s liability for damages for any cause
provided by the Contractor in the performance of the
whatsoever, and regardless of the form of action, whether Contract should fail to conform to the requirements
In Contract or in tort, shall be limited to the Purchase herein, or to the sample submitted by the Contractor, the Price, as that term Is defined In subsection a) above.

State may reject. the same, and it shall become the duty Nothing herein shalt be construed to waive or limit the of tate Contractor to reclaim and remove the item promptly State' s sovereign immunity or any other Immunity fromortocorrecttheperformanceofservices, without expense suit provided bylaw,
to the State, and immediately replace all such rejected d) in noevent will either the Contractor or the State be liable Items with others conforming to time Contract. . for consequential, Incidental, Indirect, special, or punitive b) In addition to any other rights and rernedies the State may damages, even if na#iftcatlon has, been given as to the have, the State may require the Contractor, at
possibility of such damages, except ( 1) to the extent that Contractor' s expense, to ship DeWerabless via air freight Contractor' s liability for such damages is specifically set or expedited routing to avoid or minimize actual or forth in the Statement of Work or ( i) to the extent that potential delay If the delay is the fault of the Contractor. Contractor' s liability for such damages arises out of sub - c) In the event of the termination of the Contract, either in section bXI), bX11), or bXIv) above,
whole or in part, by reason of default or breach by the REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 8 OF 30
111
2T. CONTRACTOR' S LIABILITY FOR; INJURY TO PERSONS
OR DAMAGE TO PROPERTY:
a) The Contractor shall be liable for damages arising out of Injury to the person and/or damage to the property of the State, employees of the State, persons designated by the State for training, or any other person( s) other than agents or employees of the Contractor, designated by the State for any purpose, prior to, during, or subsequent to
delivery, installation, acceptance, and use of the
Deliverables either at the Contractor' s site or at the State' s place of business; provided that the Injury or, damage was caused by the fault or negligence of the
Contractor,
b) The Contractor shall not be liable for damages arising out of or caused by an alteration or an Attachment not made or Installed by the Contractor, or for damage to alterations or Attachments that may result from the normal -operation and maintenance of the Deliverables provided by the
Contractor during the Contract.

28. INDEMNIFICATION: The Contractor agrees to Indemnify, defend and save harmless the State, its. officers, agents and employees from any and all third party claims, costs ( Including without limitation reasonable aftomeys' fees.), and tosses due to the Injury or death of any individual; or the loss or damage to any real or tangible personal property, resulting from the willful misconduct or negligent acts or omissions of the Contractor or any of its affiliates, agents, subcontractors, employees, suppliers, or laborers furnishing or supplying work, services, materials, or supplies in connection with the performance of this Contract. Such defense and payment will be conditional upon the following:
a) The State will notify the Contractor of any such claim In writing and tender the defense thereof within a reasonable time; and
b) The Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that ( I) when substantial
prl ndples of government or public taw are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State Is otherwise mandated by law, the State may participate in such action at its own expense with respect to attorneys' fees and costs ( but not liability); (If) where a settlement would impose liability on the State, affect principles of California government or public law, or impact the
authority of the State, the Department of General Services will have the right to approve or disapprove any
settlement or compromise, which approval will not
unreasonably be withheld or delayed; and ( Iii) the State will reasonably cooperate in the defense and in any
related settlement negotiations.

29. INVOICES: Unless otherwise specified, Invoices shall be sent to the address set forth herein, Invoices shall be submitted in triplicate and shall include tate Contract number; release order number ( if applicable), item, number, unit price, extended Item price and Invoice total amount. State sales tax and/ or use tax shall be itemized separately and added to each invoice as applicable,
30, REQUIRED PAYMENT DATE: Payment will be made in
accordance with the provisions of the Califomia Prompt
Payment Act, Govemment Code Section 927 et. seq. Unless expressly exempted by statute, the Act requires State agencies to pay property submitted, undisputed invoices not more than 45 days after ( i) the date of acceptance of Deliverables or performance of services; or { it) receipt of an undisputed invoice, whichever is later,
31, TAXES: Unless otherwise required by law, the State of California is exempt from Federal excise taxes. The State will only pay for any State or local sales or use taxes on the services rendered or Goods supplied to the State pursuant to this Contract.

32. NEWLY MANUFACTURED GOODS: All Goods furnished
under this Contract shall be newly manufactured Goods or certified as new and warranted as new by the manufacturer, used or reconditioned Goods are prohibited, unless otherwise specified.

33. CONTRACT MODIFICATION: No amendment or variation of the terms of this Contract shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or agreement not incorporated in the Contract Is binding on any of the parties.

34. CONFIDENTIALITY OF DATA: . Ail financial, statistical, personal, technical and other data and information relating to the State' s operation which are designated confidential by the State and made available to the Contractor In order to carry out this Contract, or which become available to the Contractor In carrying out this Contract, shall be protected by the Contractor from unauthorized use and disclosure through the observance of the same or more effective procedural requirements as are applicable to the State. The Identification of all such confidential data and Information as well as the State' s procedural requirements for protection of such data and Information from unauthorized use and disclosure shall be provided by the State in writing to the Contractor: If the methods and procedures employed by the Contractor for the protection of the Contractor' s data and Infonnation are deemed by the State to. be adequate for tate protection of the State' s confidential information, such methods and procedures may be used, with the written consent of the State, to carry out the intent of this paragraph, The Contractor shalt not be required under the provisions of this paragraph to keep confidential any data or information which is or becomes publicly available, is already rightfully In the Contractor' s possession without REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 9 OF 30
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GSPD- 401 IT- CMAS
obligation of confidentiality, Is Independently developed by the Section 37 WI( be construed to interfere with Contractor' s Contractor outside the scope of this Contract or is rightfully or Its affiliates' ownership of Pre-ExIstirg Matedals, obtained from third parties. c) The State WH have Gavemment Purpose Rights to the Work Product as Deliverable or delivered to the State

35. NEWS RELEASES: Unless otherwise exempted, news hereunder, ' Government Purpose Rights' are, the releases, endorsements, advertising, and social media content unlimited, Irrevocable, worldwide, perpetual, royalty -free, pertaining to this Contract shall not be made without prior non-exclusive rights and licenses to use, modify, written approval of the Department of General Services, reproduce, perform, release, display, create derivative works from, and disclose the Work Product.

36. DOCUMENTATION Government Purpose Rights' also Include the right to a) The Contractor agrees to provide to the State, at no release or disclose the Work Product outside the State
charge, all Documentation as described within the for any State government purpose and to authorize Statement of Work, and updated versions thereof, which
recipients to use, modify, reproduce, perform, release, are necessary or useful to the State In Its use of the display, create derivative works from, and disclose the Equipment or Software provided hereunder. The Work Product for any State government purpose. Such Contractor agrees to provide additional Documentation at recipients of the Work Product may Include, without
prices not in excess of charges made by the Contractor to limitation, State Contractors, California local Its other customers for similar Documentation. governments, the U. S. federal government, and the b) If the Contractor Is unable to perform maintenance or the State and local governments of other states.

State desires to perform Its own maintenance on Government Purpose Rights' do not include any rights Equipment purchased under this Contract then upon
to use, modify, reproduce, perform, release, display,
written notice by the State the Contractor will provide at create derivative works from, or disclose the Work Contractor' s then current rates and fees adequate and
Product for , any commercial purpose.
reasonable assistance Including relevant Documentation d) The Ideas, concepts, know-how, or techniques relating to allow the State to maintain the Equipment based on
to data processing, developed during the course of this Contractor' s methodology, The Contractor agrees that Contract by the Contractor or jointly by the Contractor the State may reproduce such Documentation for Its own and the State may be used by either party without use in maintaining the Equipment. If the Contractor is obligation of notice or accounting. unable to perform maintenance, the Contractor agrees to e) This Contract shall not preclude the Contractor from license any other Contractor that the State may have developing materials outside this Contract that are hired to maintain the Equipment to use the above noted competitive, irrespective of their similarity to materials Documentation. The State agrees to Include the which might be delivered to the State pursuant to this Contractor's copyright notice on any such Documentation Contract, reproduced, In accordance with copyright Instructions to be provided by the Contractor, 38. SOFTWARE LICENSE: Unless otherwise specified In the Statement of Worle, the Contractor hereby grants to the State

37. RIGHTS IN WORK PRODUCT:
and the State accepts from the Contractor, subject to the terms a) All Inventions, discoveries, intellectual property, and conditions of this Contract, a perpetual, Irrevocable, technical communicationsIcations and records originated or royalty -free, non- exclusive, license to use the Software prepared by the Contractor pursuant to this Contract
Products In this Contract ( hereinafter referred to as ' Software Including papers, reports, charts, computer programs,
Products').
and other Documentation or Improvements thereto, and
a) The State may- use the Software Products In the conduct Including Contractor' s administrative communications
of Its own busl , ness, and any division thereof
and records relating to this Contract ( collectively, the b) The license granted above authorized the State to use the Work Product"), shall be Contractor' s exclusive
Software Products in macNne- readabie form on the
property. The provisions of this sub -section a) may be Computer System located at the site( s) specified In the revised In a Statement of'Work,
Statement of Work, Said Computer System and its
b) Software and other materials developed or otherwise
associated units ( collectivety referred to as CPU) are as obtained by or for Contractor or Its affiliates
designated in the Statement of Work. If the designated
Independently of this Contract or applicable purchase
CPU is Inoperative due to malfunction, the license herein order (' Pre -Existing Materials') do not constitute Work granted shalt' be temporarily extended to authorize the Product. If the Contractor creates derivative works of
State to use the Software Products, in machined - readable Pre -Existing- Materials, the elements of such derivative form, on any other State CPU until the designated CPU is works created pursuant to this Contract constitute Work returned to operation,
Product, but other elements do not. Nothing In this
REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 10 OF 30
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GSPD- 401 IT- CMAS
0) By prior written notice, the State may redesignate the 41, FUTURE RELEASES: Unless otherwise specifically provided CPU In which the Software Products are to be used In the Contract or the Statement of Work, if improved versions, provided that the redesignated CPU Is substantially e. g., patches, bug fixes, updates or releases, of any Software similar In size and scale at no additional cost, The Product are developed by the contractor, and are made redesignation shall not be limited to the original site and available to other licensees, they will be made available to the will be effective upon the date specified in the, notice of State at no additional cost only If such are made available to redesignation. other licensees at no additional cost If the Contractor offers d) Acceptance of Commercial Sofiware ( Including third party new versions or upgrades to the Software Product, they shall Software) and Custom Software will be governed by the be made available to the State at the State' s option at a price terms and conditions of this Contract, not greater than the Contract price plus a price Increase proportionate to the Increase from the list price of the original 39, PROTECTION OF PROPRIETARY SOFTWARE AND
version to that of the new version, if any. If the Software OTHER PROP ' RIETARY DATA: The State agrees that all
Product has no list price, such price Increase will be
material appropriately marked or Identified in writing as proportionate to the Increase in average price from the original proprietary, and furnished hereunder are provided for State' s to the new version, If any, as estimated by the Contractor in exclusive use for the purposes of this Contract only. All such good faith. proprietary data shall remain the property of the Contractor, The State agrees to take all reasonable steps to insure that 42. ENCRYPTION/ CPU 10 AUTHORIZATION CODES:
such proprietary data are not disclosed to others, without prior a) When Encryption/ CPU Identification ( ID) authorization whiten consent of the Contractor, subject to the Califomia codes are required to operate the Software Products, the Public Records Act. The State will Insure, prior to disposing of Contractor will provide all, codes to the State with delivery any media, that any licansed' matedals contained thereon have of the Software. been erased or otherwise destroyed. The State agrees that It b) In case of an Inoperative CPE, the Contractor will provide will take appropriate action by Instruction, agreement or a temporary encryptiorVCPU ID authorization code to the otherwise with Its employees or other persons - permitted State for use on a, temporarily authorized CPU until the access to licensed software and other proprietary data to designated CPU Is returned to operation, satisfy its obligations under this Contract with respect to use, c) When changes in designated CPUs occur, the State will copying, modification, protection and security of proprietary notify the Contractor via telephone• andfor facsimile/ esoftware and other proprietary data, mail of such, change. Upon receipt of such, notice, the Contractor will issue via telephone and/ or facsimilate40, RIGHT TO COPY OR MODIFY:
with
Any
machineIn printed
the
Software
designated
readable
or machineProduct
form
CPU,
readable
may
provided
to perform
be copied,
form
by
onefor
the
in
use
time
whole
Contractor
by
benchmark
or
the
In
State
part,
In mail
ID
CPU
authorization
to
until
the
such
State
time
code
within
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for
24 permanent
use
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e

43. PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY:
tests, for archival or emergency restart purposes, to a) Contractor will Indemnify, defend, and save harmless the replace a wom copy, to understand the contents of such State, Its officers, agents, and employees, from any and machine- readable material, or to modify the Software all third party claims, costs ( including without limitation Product as provided below, provided, however, that no. reasonable attorneys' fees), and losses for infringement more than the number of printed copies and machineor violation of any U.S, Intellectual Property Right by any readable copies as specified in the Statement of Work will product or service provided hereunder. With respect to
be In existence under this Contract at any firne without claims arising from computer Hardware or Software prior consent of the Contractor, Such consent shall not manufactured by a third party and sold by Contractor as be unreasonably withheld by the Contractor, The original, a reseller, Contractor will pass through to the State such and any copies of the Software Product, In whole or In Indemnity rights as It receives from such third party ( Third part, which are made hereunder shall be the property of Party Obligation') and will cooperate in enforcing them; the Contractor.
provided that If the third party manufacturer fags to honor b) The State may modify any non -personal computer Software the Third Party Obligation, Contractor will provide the Product, In machine- readable form, for Its own use and State with indemnity protection equal to that called for by merge it Into other program material. Any portion of the the Third Party Obligation, but In no event greater than Software Product Included In any merged program that called for In the first sentence of this Section. The material shall be used only on the designated CPU's and provisions of the preceding sentence apply only to third shall be subject to the terms and conditions of the party computer Hardware or Software sold as a distinct Contract.,
unit and accepted by the State.

REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 11 OF 30
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GSPD- 401 IT- CMAS
Unless a Third Party Obligation provides otherwise, the Software other than, or in addition to, the current defense and payment obligations set forth In this Section version of Contractor - supplied Operating Software:
will be conditional upon the following: or
I) The State will notify the Contractor of any such claim III) The modification Initiated by the State, or a third In writing and tender the defense thereof within a
party at the State' s direction, of any Deliverable
reasonable time; and furnished hereunder; or
It) The Contractor will have sole control of the defense of iy) The combination or utilization of Software furnished any action on such claim and all negotiations for Its hereunder with non -Contractor supplied Software, settlement or compromise; provided that ( a) when d) The Contractor certifies that It has appropriate systems substantial principles of government or public law are and controls In place to ensure that State funds will not be Involved, when litigation might create precedent used in the performance of this Contract for the affecting future State operations or liability, or when acquisition, operation or maintenance of computer Involvement of the State is otherwise mandated by Software in violation of copyright laws. law, the State may participate In such action at its own expense with respect to attorneys' fees and costs ( but 44. DISPUTES:
not liability); ( b) where a, settlement would Impose a) The parties shall deal In good faith and attempt to resolve liability on the State, affect principles of California potential disputes informally, If the dispute persists, the government of public law, or Impact the authority of Contractor shall submit to the Department Director or the State, the Department of General Services will designee a written demand for a final decision regarding have the right to approve or disapprove any the disposition of any dispute between the parties arising settlement or compromise, which approval will not under, related to or involving this Contract, Contractor' s unreasonably be withheld or delayed; and ( c) the written demand shall be fully supported by factual State will reasonably cooperate in the defense and In Information, and if such demand Involves a cost any related settlement negotiations, adjustment to the Contract, Contractor shall Include with b) Should the Deliverables, or the operation thereof, the demand a written statement signed by an authorized become, or In the Contractors opinion are likely to person indicating that the demand Is made in good faith, beco,rne, the subject of a, claim of Infringement orviolation that the supporting data are accurate and complete and of a U. S. Intellectual Property Right, the State shall permit that the amount requested accurately reflects the the Contractor at its option and expense either to procure Contract adjustment for which Contractor believes the for the State the right to continue using the Deliverables, State Is liable. The contracting Department Director or or to replace or modify the same so that they become designee shall have 30 days after receipt of Contractor' s non -infringing. If none of these options can reasonably written demand Invoking this Section " Disputes" to render be taken, or If the use of such Dellverables by the State a written decision. It a written decision Is not rendered shall be prevented by Injunction, the Contractor agrees to within 30 days after receipt of contractor' s demand, it shall take back such Deliverables and make every reasonable be deemed a decision adverse to the Contractor' s effort to assist the State in procuring substitute contention. If the Contractor Is not satisfied with the DelWerables. If, In the sole opinion of the State, the return decision of the Department Director or designee, the of such Infringing Deliverables makes the retention of Contractor may appeal the decision, in writing, within 15 other Deliverables acquired from the Contractor under days of its Issuance ( or the expiration of the 30 day period this Contract Impractical, the State shall, then have the In the event no decision Is rendered by the contracting option of terminating such Contracts, or applicable department), to the Department of General Services, portions thereof, without penalty or termination charge, Deputy Director, Procurement Division,, who shall have 45 The Contractor agrees to take back such Deliverables days to render a final decision. If the. Contractor does not and refund any sums the State has paid Contractor less appeal the decision of the contracting Department any reasonable amount for use or damage. Director or designee, the decision shall be conclusive and c) The Contractor shall have no liability to the State under binding regarding, the dispute and the Contractor shall be any provision of this clause with respect to any claim of barred tram commencing an action In court, or with the patent, copyright or trade secret Infringement which is Victims Compensation Government Claims Board, for based upon: failure to exhaust Contractors administrative remedies. 1) The combination or utilization of Deliverables b) Pending the final resolution of any dispute arising under, furnished hereunder with Equipment, Software or related to or Involving this Contract, Contractor agrees to devices not made or furnished by the Contractor, or, diligently proceed with the performance of this Contract, 11) The operation of Equipment furnished by the Including the delivery of Goods or providing of services in Contractor under the control of any Operating accordance with the State' s instructions regarding this REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 12 OF 30
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GSPD- 4031 IT- GMAS
Contract. Contractor' s failure to diligently proceed In Ii) Terminate the work covered by the Stop Work Order accordance with the State' s Instructions regarding this as provided for in the termination for default or the Contract shall be considered a material breach of this termination for convenience clause of this Contract.

Contract, b) if a Stop Work. Order issued under this clause is canceled c) Any final decision of the State shall be expressly identified or the period of the Stop Work Order or any extension as such, shall be in writing, and shall be signed by the thereof expires, the Contractor shall resume work, The Deputy Director, Procurement Division if an appeal was State shall make an equitable adjustment In the delivery made, if the Deputy Director, Procurement Division Nils schedule, the Contract price, or both, and the Contract to render a final decision within 45 days after receipt of shall be modified, In waiting, accordingly, if; Contractor' s demand, it shall be deemed a final decision I) The Stop Work Order results in an increase in the adverse to: Contractor' s contentions, The State' s final time required for, or in the Contractor' s cost properly decision shall be conclusive and binding regarding the allocable to the performance of any part of this dispute unless Contractor commences an action in a court Contract; and of competent Judsdfction to contest such decision within 11) The, Contractor asserts Its right to an equitable 90 days following the date of the final decision or one ( 1) adjustment within 60 days after the end of the period year following the accrual of the cause of action, of work stoppage; provided, that if the State decides whichever Is later. the facts Justify the action, the State may receive and d) For disputes Involving purchases made by the act upon a proposal submitted at any time before Department of General Services, Procurement Division, final payment under this Contract, the Contractor shalt submit to the Department Director or c) If a Stop Work Order is not canceled and the work covered designee awritten demand: for a final decision, which shalt by the Stop Work Order is terminated In accordance with be fully supported in the manner described In the the provision entitled Termination for the Convenience of subsection a above. The Department Director or the State, the State shall allow reasonable costs resulting designee shall have 30 days to render a final decision. If from the Stop Work Order in arriving at the termination a final decision is not rendered within 30 days after receipt settlement, of the Contractor' s demand, it shall be deemed a final decision adverse to the Contractor' s contention. The final d) The State shall not be liable to the Contractor for loss of decision shall be conclusive and binding regarding the
profits because of a Stop Worts Order Issued under this dispute unless the Contractor commences an action In a
clause.
court of competent jurisdiction to contest such decision 46. EXAMINATION AND AUDIT: Contractor agrees that the within 90 days following the date of the final decision or State, or its designated representative shall have the right to one ( 1) year following the accrual of the cause of action, review and copy any records and supporting documentation whichever is later, The dates of decision and appeal in pertaining to performance of this Contract. The Contractor this section may be modified by mutual consent, as agrees to maintain such records for possible audit for a applicable, excepting the time to commence an action in minimum of three ( 3) years after final payment, unless a longer a court of competent jurisdiction.
period of records retention Is stipulated, The Contractor agrees to allow the auditors) access to such records during normal

45. STOP WORK:
business hours and In such a manner so as to not interfere a) The State may, at any time, by written Stop Work Order unreasonably with normal business activities and to allow to the Contractor, require the Contractor to stop all, or any Interviews of any employees or others who might reasonably part, of the work called for by this Contract for a period up have Information related to such records. Further, Contractor to 45 days after the Stop Work Order is deliveredto the agrees to Include a similar right of the State to audit records Contractor, and for any further period to which the parties and interview staff In any subcontract related to performance may agree. The Stop Work Order shall be specifically of this Contract. The State shall provide reasonable advance Identified as such and shall indicate It is issued under this written notice of such audit( s) to the Contractor,
clause. Upon receipt of the Stop Work Order, the
Contractor shalt immediately comply with. its terms and 47. FOLLOW- ON CONTRACTS:
take all reasonable steps to minimize the incurrence of a) If the Contractor or its affiliates provides Technical costs allocable to the work covered by the Stop Work
Consulting and Direction ( as defined below), the
Order during the period of work stoppage. Within a period Contractor and Its affiliates:
of 45 days after a Stop Work Order Is delivered to the i) supplyContractor, will not be awarded a subsequent Contract toor within any extension of that period to which the service or system, or any significant componentthepartiesshallhaveagreed, the State shall either; anyi) thereof, that is used for or in connection with
Cancel the Stop Work Order; or
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GSPD- 401 IT -CCAS
subject of such Technical Consulting and Direction; 48, PRIORITY HIRING CONSIDERATIONS: It this Contract and includes services In excess of $ 200,M, the Contractor shall 1i) will not act as consultant to any person or entity that give priority consideration in filling vacancies In positions does receive a Contract described In sub- sectlon ( 1), funded by the Contract to qualified recipient' s of aid under This prohibition Wit continue for one ( 1) year after Welfare and Institutions Code Section 11200 In accordance termination of this Contract or completion of the with PCO Section 10353, Technical Consulting and Direction, whichever
comes later. 49. COVENANT AGAINST GRATUITIES: The Contractor b) ' Technical Consulting and Direction' means services for warrants that no gratuities ( in the form of entertainment, gifts, which the Contractor received compensation from the
or otherwise) were offered or given by the Contractor, or any State and Includes: agent of representative of the Contractor, to any officer or 1) development of or assistance in he development of employee of the State with a view toward securing the Contract work statements, specifications, salldtations, or
or securing favorable treatment with respect to any
feasibility studies: determinations concerning the performance of the Contract. it) development or design of test requirements; For breach or violation of this warranty, the State shall have the IR) evaluation of test data; right to terminate the Contract, either in whole or In part, and iv) direction of or evaluation of another Contractor; any Im or damage sustained by the State In procuring on the v) provision of formal recommendations ' regarding the open market any Items which Contractor agreed to supply shall acquisition of Information Technology products or be bome and paid for by the Contractor, The rights and services; or remedies of the State provided In this clause shall not be vi) provisions of fon-nal recommendations regarding any exclusive and are In addition to any other rights and remedies of the above. For purposes of this Section, provided by law or In equity. affiliates' are employees, directors, partners, joint
venture participants, parent corporations, 50. NONDISCRIMINATION CLAUSE. subsidiaries, or any other entity controlled by, a) During the performance of this Contract, the Contractor controlling, or under common control with the and Its subcontractors shall not unlawfully discriminate, Contractor. Control exists when an entity owns or harass or allow harassment, against any employee or directs more than fifty percent ( 50%) of the applicant for employment because of sex, sexual outstanding shares or securities representing the orientation, race, color, ancestry, religious creed, national right to vote for the election of direct=. or other origin, disability ( Including HIV and AIDS), medical managing authority. condition ( cancer), age, marital status, and dental of c) To the extent permissible by law, the Director of the family care leave. The Contractor and subcontractors Department of General Services, or designee, may waive shall insure that the evaluation and treatment of their the restrictions set forth In this Section by written notice to employees and applicants for employment are free from the Contractor If the Director determines their application such discrimination and harassment, The Contractor and would not be In the State' s best Interest. Except as subcontractors shall comply Wth the provisions of the Fair prohibited by law, the restrictions of this Section will not Employment and Housing Act ( Government Code, apply: Section 12990 at seq.) and the applicable regulations I) to follow- on advice given, by vendors of commercial promulgated thereunder ( California Code of Regulations, off- the• shelf products, Including Software and Title 2, Section 7285. 0 at seq.). The applicable Hardware, an the operation, integration, repair, or regulations of the Fair Employment and Housing, maintenance of such products after sale; or Commission Implementing Government Code Section it) where. the State has entered Into a master 12990 ( a -f), set forth In Chapter 5 of Division 4 of Title 2 agreement for Software or services and the scope of of the California Code of Regulations are Incorporated work at the time of Contract execution expressly Into this Contract by reference and made a part hereof as calls for future recommendations among the if set forth In full. The Contractor and its subcontractors Contractors own products, shall give written notice of their obligations under this d) The restrictions set forth In this Section are In addition to clause to labor organizations with which they have a conflict of Interest restrictions Imposed on public collective bargaining or other agreement.

Contractors by California law (' Conflict Laws"). In the b) The Contractor shall Include the nondiscrimination and event of any inconsistency, such Conflict Laws override compliance provisions of this clause in all subcontracts to the provisions of this Section, even If enacted after perform work under the Contract, execution of this Contract,
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M,
51, NATIONAL LABOR RELATIONS BOARD CERTIFICATION: b) Establish a Drug -Free Awareness Program as required by The Contractor swears under penalty of perjury that no more Govemment Code Section 8 ' 356( b) to inform employees than one final, unappealable finding of contempt of court by a about all of the following:
federal court has been Issued against the Contractor within the 1) the dangers of drug abuse In the workplace; Immediately preceding two- year period because of the 11) the person' s or organization' s policy of maintaining a Contractor' s failure to comply with an order of the National drug- free wo* place; Labor Relations Board, This provision Is required by, and shall 111) any available counseling, rehabilitation and be construed In accordance with, PCC Section 10296, employee assistance programs; and, iv) penalties that may be Imposed upon employees for

52. ASSIGNMENT OF ANTITRUST ACTIONS: Pursuant to drug abuse violations, Government Code Sections 4552, 4553, and 4564, the c) Provide, as required by Government Code Section following provisions are Incorporated herein: 8355( c), that every employee who worl<s on the proposed a) In submitting an offer to the State, the supplier offers and or resulting, Contract agrees that if the offer is accepted, It will assign to the 1) wit receive a copy of the company' s drug- free policy State all rights, title, and interest In and to all causes of statement; and, action It may have under Section 4 of the Clayton Act ( 15 Will agree to abide by the terms of the company' s U.S.C. 15) or under the Cartwright Act ( Chapter 2, statement as, a condition of employment on the commencing with Section 16700, of Part 2 of Division 7 of Contract. the Business and Professions Code), arising from
purchases of Goods, material or other Items, or -services 54. FOUR - DIGIT DATE COMPLIANCE: Contractor warrants that by the supplier for sale to the State pursuant to the It will provide only Four- Dfgit Date Compliant ( as defined solicitation, Such assignment shall be made and become below) Deliverables and/or services to the State. ' Four Digit effective at the time the State tenders final payment to the Date Compliant" Deliverables and services can accurately supplier,
process, calculate, compare, and sequence date data,
b) It the State receives, either through judgment or including without limitation date data arising out of or relating settlement, a monetary recovery for a cause of action to leap,years and changes In centuries. This warranty and assigned under this chapter, the assignor shall be entitled representation Is subject to the warranty terms and conditions to receive reimbursement for actual legal costs Incurred of this Contract and does not limit the generality of warranty and may, upon demand, recover from the State any obligations set fbO, elsewhere herein, portion of the recovery, Including treble damages,
attributable to overcharges that were paid by the assignor 55. SWEATFREE CODE OF CONDUCT:
but were not paid by the. State as part of the offer price, a) Contractor declares under penalty of perjury that no less the expenses, Incurred In obtaining that portion of the equipment, materials, or supplies furnished to the State recovery, pursuant to the Contract have been produced In whole or c) Upon demand in writing by the assignor, the assignee In part by sweatshop labor, forced labor, convict labor, shall, within one year from such demand, reassign the Indentured labor under penal sanction, abusive forms of cause of action assigned under this part If the assignor child labor or exploitation of children in sweatshop labor, has been or may have been Injured by the violation of law or with the benefit of sweatshop labor, forced labor, for which the cause of action arose and, convict labor, indentured labor under penal sanction, I) the assignee has not been Injured thereby, or abusive forms of child labor or exploitation of children In 11) the assignee declines to file a court action for the sweatshop labor. Contractor further declares under cause of action, penalty of perjury that they adhere to the Swealfree Code of Conduct as set forth on the California Department of

53. DRUG- FREE WORKPLACE CERTIFICATION, The Industrial Relations website located at wwwAir. ca. gov, Contractor certifies under penalty of perjury under the laws of and Public Contract Code Section 6106. the State of California that the Contractor will comply with the b) Contractor agrees to cooperate fully In providing requirements of the Drug - Free Workplace Act of 1990 reasonable access to Its records, documents, agents or Government Code Section 8350 et seq.) and vAll provide a employees, or premises If reasonably required by drug, free workplace by taking the following actions: authorized officials of the State, the Department of a) Publish a statement notifying employees that unlawful Industrial Relations, or the Department of Justice to manufacture, distribution, dispensation, possession, or determine Contractor' s compliance with the requirements use of a controlled substance is prohibited and specifying under paragraph ( a). actions to be taken against employees for violations, as required by Government Code Section 8356( a).

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56, RECYCLED CONTENT REQUIREMENTS; The Contractor
shall certify in writing under penalty of perjury, the minimum, If not exact, percentage of postoonsumer material as defined In the Public Contract Code ( PCC) Section 12200- 12209, In products, materials, goods, or supplies offered or sold to the State that fall under any of the statutory categories regardless of whether the product meets the requirements of Section 12209, The certification shall be provided by the contractor, even if the product orgood contalns no postconsumer recycled material, and even If the postconsumer content Is unknown, With respect to printer or duplication cartridges that comply with the requirements of Section 12156( e), the certification required by this subdivision shall specify that the cartridges so comply ( PCC 12205 ( bX2)), A state agency contracting officer may waive the certification requirements. If the percentage of postconsumer material in the products, materials, goods, or supplies can be verified in a written advertisement, including, but not limited to, a product label, a catalog, or a manufacturer or vendor Internet web site. Contractors are to use, to the maximum extent economically feasible in the performance of the contract work, recycled content products ( PCC 12203( d)). 57, CHiLD SUPPORT COMPLIANCE ACT: For any Contract In
excess of $ 100, 000, the Contractor acknoMedges In
accordance with PCC Section 7110, that:
a) The Contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable State and federal laws relating to child and family support enforcement, Including, but not Pmited to, disclosure of Information and compliance with earnings
assignment orders, as provided in Chapter 8
commencing with Section 5200) of Part 5 of Division 9 of the Family Code; and
b) The Contractor, to the best of Its knowledge is fully complying with the earnings assignment orders of all
employees and Is providing the names of all new
employees to the New Hire Registry maintained by the
California Employment Development Department,

8. AMERICAN WITH DISABILITIES ACT: The Contractor
assures the State that the Contractor complies with the Americans with Disabilities Act of 1330 ( 42 U.S. C, 12101 et seq.).
59, ELECTRONIC WASTE RECYCLING ACT OF 2003; The
Contractor certifies that it complies with the applicable requirements of the Electronic Waste Recycling Act of 2003, Chapter 8,5, Part 3 of Division 30, commencing with Section 42460 of the Public Resources Code. The Contractor shall maintain documentation and provide reasonable access to Its records and documents that evidence compliance..

60. USE TAX COLLECTION in accordance with. PCC Section
10295, 1, the Contractor certifies that it complies with the requirements of $ Potion 7101 of the Revenue and Taxation Code. Contractor further certifies that It will immediately advise the State of any change in its retailer' s seller' s permit or certification of registration or applicable affiliate' s seller' s permit or certificate of registration as described In subdivision a) of PCC Section 10295. 1.

61. EXPATRIATE CORPORATIONS: Contractor hereby declares that it Is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of PCC Sections 10286 and 10286. 1, and Is eligible to Contract with the State.

62. DOMESTIC PARTNERS: For Contracts over $ 100, 000
executed or amended after January 1, 2007, the Contractor certifies that the Contractor is In compliance with Public Contract Code Section 10295. 3.
63, SMALL BUSINESS PARTICIPATION AND DVBE
PARTICIPATION REPORTING REQUIREMENTS:
a) If for this Contract the Contractor made a commitment to achieve small business participation, then Contractor
must within 60 days of receiving final payment under this Contract ( or within such other time period as may be
specified elsewhere in this Contract) report to the
awarding department the actual percentage of small
business participation that was achieved. ( Govt. Code § 14841.)
b) if for this Contract Contractor made a commitment to achieve disabled veteran business enterprise ( DVBE)
participation, then Contractor must within 60 days of
receiving final payment under this Contract ( or within such other time period as may be specified elsewhere in this Contract) certify in a report to the awarding department:
1) the total amount the prime Contractor received under the Contract; ( 2) the name and address of the DVBE( s) that participated in the performance of the Contract; ( 3) the amount each DVBE received from the prime
Contractor; ( 4) that all payments under the Contract have been made to the DVBE; and (5) the actual percentage of DVBE participation that was achieved. A person or entity that knowingly provides false information shall be subject to a civil penalty for each vielation. ( Mil, & Vets, Code § 999, 5(4); Govt, Code § 14841.)

64. LOSS LEADER: It Is unlawful for any person engaged In business within this state to sell or use any article or product as a -`loss leader" as defined in Section 17030 of the Business and Professions Code. ( PCC 12104. 5(b).).

ADDITIONAL CMAS TERMS AND CONDITIONS

65. CMAS — CONTRACTOR' S LICENSE REQUIREMENTS:

Contracts that include installation or the wording " Furnish and Install" require at the time of Contract award that Contractors possess a valid California State Contractor' s License. If sub - REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 16 0F 30
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GSPD- 401 IT- CMAS
Contractors are used, they must also possess a valid California State Contractor's License. All businesses which construct or alter any building, highway, road, parking facility, railroad, excavation, or other structure In California must be licensed by the California State License Board ( CSLB) If the total cost labor and materials) of the project is $ 500. 00 or more. Failure to be licensed or to keep the license current and In good standing shall be grounds for Contract revocation.

66. CMAS — PUBLIC WORKS REQUIREMENTS
LABOR/ INSTALLATION);
a) Prior to the commencement of performance, the
Contractor must obtain and provide to the State, a
payment bond, on Standard Form 807, when the Contract
Involves a public works expenditure ( labor/Installation costs) In excess of $ 5, 000. Such bond shall be in a sum not less than one hundred percent ( 100%) of the Contract prtce.
b) In accordance with the provisions of Section 1773 of the California Labor Code, the Contractor shall, conform, and stipulates to the general prevailing rate of " gas,
Including employer benefits as defined In Section 1773. 1 of the California Labor Code, applicable to the classes of labor to be used for public works such as at the delivery site for the assembly and Installation of the equipment or materials under the purchase order. Pursuant to Section 1770 of the California Labor Code, the Department of
Industrial Relations has ascertained the general
prevailing rate of wages In the county in which the work is to be done, to be as listed In the booklet entitled General Prevailing Wage Rates. The booklet Is complied monthly
and copies of the same are available from the Department of Industrial Relations, Prevailing Wage Unit at
www. dir. ca. gov ( select Statistics & Re -search) or ( 415) 703- 4774, The booklet Is required to be posted at the job site.
c) The Contractor hereby certifies by signing this Contract that:
1) Contractor has met or will comply with the standards of affirmative compliance with the Non -
Discrimination Clause Requirements Included
herein;
11) Contractor Is aware of the provisions of Section 3700 of the Labor Code that require every employer to be
Insured against liability for workmen' s compensation
or to undertake self- insurance In accordance with
the provisions of that Code, and Contractor will
comply with such provisions before commencing the
performance of the work of the purchase order,
d) Laws to be Observed
I) Labor
Pursuant to Section 1775 of the California Labor Code
the Contractor shall, as a penalty to the State or
Political subdivision on whose behalf the purchase
order is made or awarded, forfeit not more than fifty

50. 00) for each calendar day, or portions thereof, for each worker paid by him or subcontractor under him,
less than the prevailing wage so stipulated; and In
addition, the Contractor further agrees to pay to each
workman the difference between the actual amount
paid for each calendar day, or portions thereof, and
the stipulated prevailing wage rate for the same. This
provision shall not apply to property indentured
apprentices.

Pursuant to Sections 1810- 1815 of the California
Labor Code, Inclusive, It Is further agreed that the
maximum hours a worker Is to be employed is limited
to eight hours a day and forty hours a week and the
Contractor shall forfeit, as a penalty to the State,
twenty- five ($ 26) for each worker employed In the
execution of the purchase order for each calendar day
during which a workman is required or permitted to
labor more than eight hours in any calendar day or
more than forty hours, In any calendar week, In
violation of California Labor Code Sections 1810-
1815, Inclusive,
11) Worker' s Compensation Insurance,
The Contractor Wit be required to secure the payment
of compensation to Its employees in accordance with
the provisions of Labor Code Section 3700,
111) Travel and Subsistence Payments
Travel and subsistence payments shall be paid to
each worker needed to execute the work, as such
travel and subsistence payments are defined In the
applicable collective bargaining agreements filed in
accordance with Labor Code Section 1773. 8.

Iv) Apprentices
Special attention is directed to Sections 1777. 5,
1777.6, and 11777. 7 of the California Labor Code and
Title 8, California Administrative Code Section 200 el
seq. Each Contractor and/ or subcontractor must,
prior to commencement of the public works
Contract/ purchase order,, contact the Division of
Apprenticeship Standards, $ 26 Golden Gate Avenue,
San Francisco, CA, or one of Its branch offices to
Insure compliance and complete understanding of the
law regarding apprentices and specifically the
required ratio thereunder. Responsibility for
compliance with this section lies with the prime
Contractor.
v) Payroll
The Contractor shall keep an accurate payroll record
showing the name, social security account, and work
classification specific and straight time and overtime
hours worked by each employee. A certified copy of
the employee' s payroll record shall be available for
Inspection as specified In Section 1776 of the
California Labor Code.

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67. CMAS — TERMINATION OF CMAS CONTRACT:
a) The State may terminate this CMAS Contract at any time upon 30 days prior written notice,
b) If the Contractor' s GSA Multiple Award Schedule is
terminated within the term of the CMAS Contact, the
CMAS Contract shall also be considered terminated on
the same date,
c) Prior to the expiration of this CMAS Contract, this
Contract may be terminated for the convenience of both
parties by mutual consent.
d) This provision shall not relieve the Contractor of the obligation to perform under any purchase order or other similar ordering document executed prior to the
termination becoming effective.

68. CMAS — CONTRACT AMOUNT, There Is no guarantee of
minimum purchase of Contractor's products or services by the State.

69. CMAS — Debarment Certification' ( Federally Funded
Contracts): When Federal funds are being expended, the
prospective recipient of Federal assistance funds Is required to certify to the Buyer, that neither It nor its principals are presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participation In this transaction by any Federal department or agency.
70, CMAS — PURCHASE ORDERS FUNDED IN WHOLE OR
PART BY THE FEDERAL GOVERNMENT: All Contracts
including Individual orders), except for State construction projects, which are funded In whole or in part by the federal government may be canceled with 30 day notice, and are
Subject to the following:
a) It is mutually understood between the parties that this Contract ( order) may have been written before
ascertaining the availability of congressional
appropriation of funds, for this mutual benefit of both parties, In order to avoid program and fiscal delays which would occur if the Contract ( order) were executed after that determination was made.
b) This Contract ( order) Is valid and enforceable only 4 sufficient funds are made available to the State by the United States Government for the fiscal year during which the order was, generated for the purposes of this program.

In addition, this Contract ( order) Is subject to any
additional restrictions, limitations, or conditions enacted by the Congress or any statute enacted by the Congress
that may affect the provisions, terms or funding of this Contract ( order) In any manner,
o) It Is mutually agreed that 9 the Congress does not
appropriate sufficient funds for the program, this Contract order) shall be amended to reflect any reduction In funds, The department has the option to void the Contract
order) under the 30 -day cancellation clause or to amend the Contract to reflect any reduction of funds.

71. CMAS — CONFLICT OF INTEREST:
a) Current State Employees ( Public Contract Code Section 10410):
1) No officer or employee shall engage in any
employment, activity or enterprise from which, the
officer or employee receives compensation of has a
financial Interest and which Is sponsored or funded by
any State agency, unless the employment, activity or
enterprise Is required as a condition of regular State
employment,
11) No officer or employee shall Contract on his or her own behalf as an Independent Contractor with any
State agency to provide Goods or services,
b)* Former State Employees ( Public Contact Code Section 10411):
1) For the two- year period from the date he or she left State employment, no former State officer or
employee may enter into a Contract In which he or she
engaged in any of the negotiations, transactions,
planning, arrangements or any part of the decisionmaking process relevant to the Contract while employed In any capacity by any State agency,
11) For the twelve- month period from the date he or she left State employment, no former State officer or
employee may enter Into a. Contract with any State
agency If he or she was employed by that State
agency in a policy- making position in the same
general subject area as the proposed Contract within
the twelve-month period prior to his or her leaving
State service.

72. CMAS — SUBCONTRACTING REQUIREMENTS:

Any subcontractor that the CMAS supplier chooses to use In fulfilling the requirements of this Contract ( order), and which is expected to receive more than ten ( 10) percent of value of the Contract/ purchase order, must also meet all Contractual, administrative, and technical requirements of the Contract order), as applicable,

73. CMAS — RENTAL AGREEMENTS:

The State does not agree to:
0 Indemnify a Contractor;
0 Assume responsibility for matters beyond Its control; Agree to make payments In advance;
0 Accept any other provision creating a contingent liability against the State; or
Agree to obtain Insurance to protect the Contractor,
The State' s responsibility for repairs and liability for damage or loss Is restricted to that made necessary by or resulting from the negligent act or omission of the State or Its officers, employees, or agents,
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GENERAL PROVISIONS - INFORMATION TECHNOLOGY
If the Contractor maintains the equipment, the Contractor must keep the equipment In good working order and make all
necessary repairs and adjustments without qualification. The State may terminate for default or cease paying rent should the Contractor fall to maintain the equipment property.

Personal property taxes are not generally reimbursed when leasing equipment (SAM 8736).

74. CMAS — LEASE ( Lease $ Mart 111): If an agency desires to lease through Lease $ Mart - 1", the Contractor agrees to sell to lessor the assets at the same price as they agree to sell to the State,
75, CMAS — PROGRESS PAYMENTS & RISK ASSESSMENT:

In accordance with PCC 12,112 agencies are required to
withhold not less than 10 percent of the Contract price until final delivery and acceptance of the Goods or services, for any Contract that provides for progress payments in a Contract for IT Goods or services to be manufactured or performed by a Contractor especially for the State and not suitable for sale to others in the ordinary course of the Contractor' s business, Interim Risk Assessment guidelines and, financial protection measures are detailed in PCC 12112 for agencies to use to determine their applicability to agency projects,
76, CMAS — QUARTERLY REPORTS: Contractors are required
to submit quarterly business activity reports, as specified in this Contract, even when there is no activity. A separate report Is required for each Contract, as differentiated by alpha suffix.

77. CMAS — CONTRACTOR EVALUATION: In accordance with
PCC 10367 and 10369, performance of the Contractor under orders Issued, against this Contract Wil be evaluated, The ordering agency shall complete a written evaluation, and if the Contractor did not satisfactorily perform the work specified, a copy of the evaluation Wit be sent to the OGS, Office of Legal Services,
REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 19 OF 30
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STATE MODEL

CLOUD COMPUTING SERVICES SPECIAL PROVISIONS
Software as a Service)

1. Definitions
a) " Cloud Software as a Service (SaaS)" - The capability provided to the consumer is to use applications made available by the provider running on a cloud infrastructure, The applications are accessible from various client devices through a thin client interface such as a web browser ( e, g,, web -based email), The consumer does not manage or control the underlying cloud infrastructure including network, servers, operating systems, storage, or even individual application capabilities, with the possible exception of limited user -specific application configuration settings. b) " Cloud Platform as a Service (Paas)" - The capability provided to the consumer is to deploy onto the cloud infrastructure consumer - created or acquired applications created using programming languages and tools supported by the provider. The consumer does not manage or control the underlying cloud infrastructure including network, servers, operating systems, or storage, but has control over the deployed applications and possibly application hosting environment configurations.
c) " Cloud Infrastructure as a Service ( laaS)" - The capability provided to the consumer is to provision processing, storage, networks, and other fundamental computing resources where the consumer is able to deploy and run arbitrary software, which can include operating systems and applications, The consumer does not manage or control the underlying cloud infrastructure but has control over operating systems; storage„ deployed applications, and possibly limited control of select networking components ( e. g., host firewalls). d) " Data” - means any information, formulae, algorithms, or other content that the State, the State' s employees, agents and end users upload, create or modify using the SaaS pursuant to this Contract. Data also includes user identification information and metadata which may contain Data or from which the State' s Data may be ascertainable. e) " Data Breach" - means any access, destruction, loss, theft, use, modification or disclosure of Data by an unauthorized party or that is in violation of Contract terms and/ or applicable state or federal law. f) " Encryption" - Conversion of plaintext to ciphertext through the use of a Federal Information Processing Standards FIPS) validated cryptographic algorithm. ( FIPS 140. 2] g) " Recovery Point Objective ( RPD)" means the point in time to which Data can be recovered and/ or systems restored when service is restored after an interruption. The Recovery Point Objective is expressed as a length of time between the interruption and the most proximate backup of Data immediately preceding the interruption. The RPO is detailed in the SLA.
h) " Recovery Time Objective ( RTO)" - means the period of time within which information technology services, systems, applications and functions must be recovered following an unplanned interruption, The RTO is detailed in the SLA.

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STATE MODEL

CLOUD COMPUTING SERVICES SPECIAL PROVISIONS
Software as a Service)
Terms
2, SaaS AVAILABILITY: Unless otherwise stated in the Statement of Work, a) The SaaS shall be available twenty- four ( 24) hours per day, 365 days per year ( excluding agreed- upon maintenance downtime).
b) If SaaS monthly availability averages less than 99. 9% ( excluding agreed- upon maintenance downtime), the State shall be entitled to recover damages, apply credits or use other contractual remedies as set forth in the Statement of Work, c) If SaaS monthly availability averages less than 99. 9% ( excluding agreed- upon maintenance downtime), for three ( 3) or more months in a rolling twelve- month period, the State may terminate the contract for material breach in accordance with the Termination for Default provision In the General Provisions — Information Technology. d) Contractor shall provide advance written notice to the State in the manner set forth in the Statement of Work of any major upgrades or changes that will affect the SaaS availability. 3, DATA AVAILABILITY: Unless otherwise stated in the Statement of Work, a) The Data shall be available twenty- four (24) hours per day, 365 days per year ( excluding agreed- upon maintenance downtime). ,
b) lf' Data monthly availability averages less than 99. 9% ( excluding agreed- upon maintenance downtime), the State shall be entitled to recover damages, apply credits or use other contractual remedies as set forth in the Statement of Work if the State is unable to access the Data as a result of:
1) Acts or omission of Contractor;
2) Acts or omissions of third parties working on behalf of Contractor, 3) Network compromise, network intrusion, hacks, introduction of viruses, disabling devices, malware and other forms of attack that can disrupt access to Contractor' s server, to the extent such attack would have been prevented by Contractor taking reasonable industry standard precautions; 4) Power outages or other telecommunications or Internet failures, to the extent such outages were within Contractor' s direct or express control,
c) If Data monthly availability averages less than 99, 9% ( excluding agreed- upon maintenance downtime), for three ( 3) or more months in a rolling twelve- month period, the State may terminate the contract for material breach in accordance with the Termination for Default provision in the General Provisions — Information Technology,

4. SaaS and DATA SECURITY:
a) In addition to the Compliance with Statutes and Regulations provision set forth in the General Provisions — information Technology, Contractor shall certify to the State:
1) The sufficiency of its security standards, tools, technologies and procedures in providing SaaS under this Contract;
2) Compliance with the following:
i, The California Information Practices Act ( Civil Code Sections 1798 et seq.); ii. Current NIST special publications 800- 171 Protecting Controlled Unclassified Information in Nonfederal Information Systems and Organizations. Third party audit results and Contractor' s plan to correct any negative findings shall be made available to the State upon request; iii, Undergo an annual Statement on Standards for Attestation Engagements ( SSAE) No. 16 Service Organization Control ( SOC) 2 Type 11 audit. Third party audit results and Contractor' s plan to correct any negative findings and implementation progress reports shall be made available to the State upon request; and
iv. Privacy provisions of the Federal Privacy Act of 1974; REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 21 OF 30
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STATE MODEL

CLOUD COMPUTING SERVICES SPECIAL PROVISIONS
Software as a Service)
3) Compliance with industry standards and guidelines applicable to the SaaS services being provided. Relevant security provisions may include, but are not limited to: Health Insurance Portability and Accountability Act of 1996, IRS 1075, Health Information Technology for Economic and Clinical ( HITECH) Act, Criminal Justice Information Services ( CJIS) Security Policy, Social Security Administration ( SSA) Electronic Information Exchange Security Requirements, and the Payment Card Industry ( PCI) Data Security Standard ( DSS) as well as their associated Cloud Computing Guidelines,
b) Contractor shall implement and maintain all appropriate administrative, physical, technical and procedural safeguards in accordance with section a) above at all times during the term of this Contract to secure such Data from Data Breach, protect the Data and the SaaS from hacks, introduction of viruses, disabling devices, malware and other forms of malicious or inadvertent acts that can disrupt the State' s access to its Data, c) Contractor shall allow the State reasonable access to SaaS security logs, latency statistics, and other related SaaS security data that affect this Contract and the State' s Data, at no cost to the State. d) Contractor assumes responsibility for the security and confidentiality of the Data under its control. e) No Data shall be copied, modified, destroyed or deleted by Contractor other than for normal operation or maintenance of SaaS during the Contract period without prior written notice to and written approval by the State, Remote access to Data from outside the continental United States, including remote access to Data by authorized SaaS support staff in identified support centers, is prohibited unless approved in advance in writing by:
1) the Agency Information Security Officer, with written notice to the State Chief Information Security Officer, or 2) in the absence of an Agency Information Security Officer, the State Chief Information Security Officer.

5. ENCRYPTION: Confidential, sensitive or personal information shall be encrypted in accordance with California State Administrative Manual 53501 and California Statewide Information Management Manual 5305- A,

6. DATA LOCATION: Unless otherwise stated in the Statement of Work and approved in advance in writing by:
1) the Agency Information Security Officer, with written notice to the State Chief Information Security Officer, or 2) in the absence of an Agency Information Security Officer, the State Chief Information Security Officer, the physical location of Contractor' s data center where the Data is stored shall be within the continental United States,

7. RIGHTS TO DATA: The parties agree that as between them, all rights, including all intellectual property rights, in and to Data shall remain the exclusive property of the State, and Contractor has a limited, non- exclusive license to access and use the Data as provided to Contractor solely for performing its obligations under the Contract. Nothing herein shall be construed to confer any license or right to the Data, including user tracking and exception Data within the system, by implication, estoppel or otherwise, under copyright or other Intellectual property rights, to any third party. Unauthorized use of Data by Contractor or third parties is prohibited. For the purposes of this requirement, the phrase " unauthorized use" means the data mining or processing of data, stored or transmitted by the service, for unrelated commercial purposes, advertising or advertising - related purposes, or for any other purpose other than security or service delivery analysis that is not explicitly authorized. 8, TRANSITION PERIOD:
a) Unless otherwise stated in the SOW, for ninety ( 90) days prior to the expiration date of this Contract, or upon notice of termination of this Contract, Contractor shall assist the State in extracting and/ or transitioning all Data in the format determined by the State ( Transition Period"),
b) The Transition Period may be modified in the SOW or as agreed upon in writing by the parties in a contract amendment,
c) During the Transition Period, SaaS and Data access shall continue to be made available to the State without alteration, REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 22 OF 30
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Software as a Service)
d) Contractor agrees to compensate the State for damages or losses the State incurs as a result of Contractor' s failure to comply with this section in accordance with the Limitation of Liability provision set forth in the General Provisions - Information Technology,
e) Unless otherwise stated in the SOW, the Contractor shall permanently destroy or render inaccessible any portion of the Data in Contractors and/ or subcontractor' s possession or control, following the expiration of all obligations in this section. Within thirty ( 30) days, Contractor shall issue a written statement to the State confirming the destruction or inaccessibility of the State' s Data.

The State at its option, may purchase additional transition services as agreed upon in the SOW,

9. DATA BREACH: Unless otherwise stated in the Statement of Work, a) Upon discovery or reasonable belief of any Data Breach, Contractor shall notify the State by the fastest means available and also in writing, with additional notification provided to the Chief Information Security Officer or designee of the contracting agency, Contractor shall provide such notification within forty- eight ( 48) hours after Contractor reasonably believes there has been such a Data Breach, Contractor' s notification shall identify:
1 ) The nature of the Data Breach;
2) The Data accessed, used or disclosed;
3) The person( s) who accessed, used, disclosed and/ or received Data ( if known); 4) What Contractor has done or will do to quarantine and mitigate the Data Breach; and 5) What corrective action Contractor has taken or will take to prevent future Data Breaches, b) Contractor will provide daily updates, or more frequently if required by the State, regarding findings and actions performed by Contractor until the Data Breach has been effectively resolved to the State' s satis ' faction, c) Contractor shall quarantine the Data Breach, ensure secure access to Data, and repair SaaS as needed in accordance with the SLA, Failure to do so may result in the State exercising its options for assessing damages or other remedies under this Contract.
d) Notwithstanding anything to the contrary in the General Provisions - Information Technology, in performing services under this Contract, and to the extent authorized by the State in the Statement of Work, Contractor may be permitted by the State to use systems, or may be granted access to the State systems, which store, transmit or process State owned, licensed or maintained computerized Data consisting of personal information, - as defined by Civil Code Section 1798. 29 ( g). If the Contractor causes or knowingly experiences a breach of the security of such Data, Contractor shall immediately report any breach of security of such system to the State following discovery or notification of the breach in the security of such Data. The State' s Chief Information Security Officer, or designee, shall determine whether notification to the individuals whose' Data has been lost or breached is appropriate. If personal information of any resident of California was, or is reasonably believed to have been acquired by an unauthorized person as a result of a security breach of such system and Data that is not due to the fault of the State or any person or entity under the control of the State, Contractor shall bear any and all costs associated with the State's notification obligations and other obligations set forth in Civil Code Se ' ction 1798. 29 ( d) as well as the cost of credit monitoring, subject to the dollar limitation, if any, agreed to by the State and Contractor in the applicable Statement of Work. These costs may include, but are not limited to staff time, material costs, postage, media announcements, and other identifiable costs associated with the breach of the security of such personal information, e) Contractor shall conduct an investigation of the Data Breach and shall share the report of the investigation with the State, The State and/ or its authorized agents shall have the right to lead ( if required by law) or participate in the investigation. Contractor shall cooperate fully with the State, its agents and law enforcement,

10. DISASTER RECOVERYIBUSINESS CONTINUITY: Unless otherwise stated in the Statement of Work, a) In the event of disaster or catastrophic failure that results in significant Data loss or extended loss of access to Data, Contractor shall notify the State by the fastest means available and also in writing, with additional notification provided REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 23 OF 30
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software as a Service)
to the Chief, Information Security, Officer or designee of the contracting agency, Contractor shall provide such notification within twenty -tour ( 24) hours after Contractor reasonably believes there has been such a disaster or catastrophic failure. In the notification, Contactor shall inform the, State of:
1) The scale and quantity of the Data loss;
2) What Contractor has done or will do to recover the Data and mitigate any deleterious effect of the Data loss; and
3) What corrective action Contractor has taken or will take to prevent future Data loss, 4) If Contractor fails to respond immediately and remedy the failure, the State may exercise its options for assessing damages or other remedies under this Contract. b) Contractor shall restore continuity of SaaS, restore Data in accordance with the RPO and RTO as set forth in the SLA, restore accessibility of Data, and repair SaaS as needed to meet the performance requirements stated in the SLA.

Failure to do so may result in the State exercising its options for assessing damages or other remedies under this Contract,
c) Contractor shall conduct an investigation of the disaster or I
catastrophic failure and shall share the report of the
investigation with the State, The State and/ or its authorized agents shall have the right to lead ( it required by law) or participate in the investigation. Contractor shall cooperate fully with the State, its agents and law enforcement. 11, EXAMINATION AND AUDIT: In addition to the Examination and Audit provision set forth in the General, Provisions - information Technology, unless otherwise stated in the Statement of Work:
a) Upon advance written request, Contractor agrees that the State or its designated representative shall have access to Contractors SaaS, operational documentation, records and databases, including online inspections, that relate to the SaaS purchased by the' State.
b) The online inspection shall allow the State, its authorized agents, or a mutually acceptable third party to test that controls are in place and working as intended, Tests may include, but not be limited to, the following:
1 ) Operating system/ network vulnerability scans,
2) Web application vulnerability scans,
3) Database application vulnerability scans, and
4) Any other scans to be performed by the State or representatives on behalf of the State. c) After any significant Data loss or Data Breach or as a result of any disaster or catastrophic failure, Contractor will at its expense have an independent, industry -recognized, State -approved third party perform an information security audit, The audit results shall be shared with the State within seven ( 7) days of Contractor' s receipt of such results. Upon Contractor receiving the results of the audit, Contractor will provide the State with written evidence of planned remediation within thirty ( 30) days and promptly modify its security measures in order to meet its obligations under this Contract.
12, DISCOVERY: Contractor shall promptly notify the State upon receipt of any requests which in any way might reasonably require access to the Data of the State or the State' s use of the SaaS. Contractor shall notify the State by the fastest means available and also in writing, with additional notification provided to the Chief Information Security Officer or designee of the contracting agency, unless prohibited by law from providing such notification. Contractor shall provide such notification within forty- eight (48) hours after Contractor receives the request, Contractor shall not respond to subpoenas, service of process, Public Records Act requests, and other legal requests directed at Contractor regarding this Contract without first notifying the State unless prohibited by law from providing such notification, Contractor agrees to provide its intended responses to the State with adequate time for the State to review, revise and, if necessary, seek a protective order in a court of competent jurisdiction.

Contractor shall not respond to legal requests directed at the State unless authorized in writing to do so by the State, REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 24 OF 30
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CLOUD COMPUTING SERVICES SPECIAL PROVISIONS
Infrastructure as a Service and Platform as aService)
A
CLASSIFY THEIR DATA PURSUANT TO THE CALIFORNIA STATE ADMINISTRATIVE MANUAL ( SAM) 5305, 6; S. CONSIDER THE FACTORS, TO BETAKEN INTO ACCOUNT WHEN SELECTING A PARTICULAR TECHNOLOGICAL APPROACH, IN ACCORDANCE NTH SAM 4981. 1, 4943 AND 4983. 1 AND THEN; C. MODIFY THESE SPECIAL PROVISIONS THROUGH THE SOW ANDIOR SLATO MEET THE NEEDS OF EACH ACQUISITION, MON
a. ' Authorized Persons' means the Service Provider' s employees, Contractors, subcontractors or other agents who need to access the State' s Data to enable the Service Provider to perform the services required. b. ' Data Breach* means the unauthorized access that results In the use, disclosure, destruction, modification, loss or theft of the state' s unencrypted Personal Data or Non - Public Data,
c. ' Individually Identifiable Health information' means Information that Is a subset of health Information, Including demographic information collected from an Individual, and ( 1) is created or received by a health care provider, health plan, employer or health care clearinghouse; and ( 2) relates to the past, present or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and ( a) that Identifies the individual; or b) with respect to which there is a reasonable basis to. believe the information can be used to Identify the Individual, d. ' Infrastructure - as -a -Service' ( leaS) means the capability provided to the consumer Is to provision processing, storage, retworiEs and other fundamental computing resources where the consumer Is able to deploy and run arbitrary software, which can include operating systems and applications. The consumer does not manage or control the underlying cloud Infrastructure but has control over operating systems, storage, deployed application; and possibly limited control of select networking component ( e.g., host firewalls), e. ' Non -Public Date- means data submitted to the Service Provider's laa$ or PaaS Service, other than Personal Data, that is not subject to distribution to the public as public Information, It Is deemed to be sensitive and confidential by the State because It contains Information that is exempt by statute, regulation or policy from access by the general public as public Information, I. ' Personal Data" means data submitted to the Service Providers laaS or PaaS Service that includes information relating to a person that identifies the person by name and has any of the following personally Identifiable information ( Pll): government - Issued Identification numbers ( e. g., Social Security, drivers license, passport); financial account Information, Including account number, credit or debit card numbers; or protected health information ( PHI) relating toa person, g. * Platform- as- a- Service"( PaaS) means the capability provided to the consumer to deploy onto the cloud Infrastructure consumer, created or - acquired applications created using programming languages and tools supported by the provider. This capability does not necessarily preclude the use of compatible programming languages, libraries, services and tools from other sources. The consumer does not manage or control the underlying cloud Infrastructure, Including network, servers, operating systems or storage, but has control over the deployed applications and possibly application hosting environment configurations. h, ' Protected Health Information' ( PHI) means Individually Identifiable Health Information transmitted by electronic media, maintained In electronic media, or transmitted or maintained In any other form or medium, PHI excludes education records covered by the Family Educational Rights and Privacy Act ( FERPA) as amended, 20 U, SC. 12328, records described at 20 U. S. C,' 1232Q( a)(4XBXiv) and employment records held by a covered entity In its role as employer.

1. ' Security Incident' means the potentially unauthorized access to Personal Data or Non - Public; Data the Service Provider believes could reasonably result In the use, disclosure or theft of the States unenorypted Personal Data or Non - Public Data within the possession or control of the Service Provider. A Security Incident may or may not turn into a Data Breach, REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 25 OF 30
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STATE MODEL

CLOUD COMPUTING SERVICES SPECIAL PROVISIONS
Infrastructure as a Service and Platform as a Service)

1. ' Service Level Agreement' ( SLA) means a written agreement between both the State and the Service Provider that Is subject to the terms and conditions in this document that unless otherwise agreed to Includes ( 1) the technical service level performance promises, Le, metrics for performance and Intervals for measure), ( 2) description of service quality, uality, ( 3) Identification of roles and responsibilities, 4) security responsibilities and notice requirements, how disputes are discovered and addressed, and ( 6) any remedies for performance faliures.
k. ' Service Provider' means the Contractor, subcontractors, agents, resellers, third parties and affiliates who, are providing the services agreed to under the Contract,

1. ' State Data. means all data Created or In any way originating with the State, and all data that is the output of computer processing of or other electronic manipulation of any data that was created by or In any way originated with the State, whether such data or outputis stored on the State' s hardware, the Service Provider' s hardware or exists In any system owned, maintained or otherwise controlled by the State or by the Service Provider.
m, ' State Identified Contact' means the person or persons designated In writing by the State to receive Security Incident or Data Breach notification,
n, ' Statement of Work' ( SOW) means a written statement in a Contract that describes the State' s service needs and expectations, The State will own all right, fitle and interest in State Data that Is related to the services provided by this Contract, The Service Provider shall not access State user accounts or State Data, except ( 1) In the course of data center operations, ( 2) In response to service or technical Issues, ( 3) as required by the express terms of this Contract, ( 4) at the State' s written request or (5) as required by law.

Protection of personal privacy and data shall be an Integral part of the business activities of the Service Provider to ensure there is no inappropriate or unauthorized use of State Information at any time. To this end, the Service Provider shall safeguard the confidentiality, Integrity and availability of State Information within Its control and comply with the following conditions:
a. In addition to the Compliance with Statues and Regulations provisions set forth in the General Provisions – Information Technology, the Service Provider shall comply as required with:.

I, The California Information Practices Act (Civil Code Sections 1798 etseq).

Ii. NIST Special Publication 800- 53 Revision 4 or Its successor.

Ill. Privacy provisions of the Federal Privacy Act of 1974. b. All State Data obtained by the Service Provider within Its control In the performance of this Contract shall become and remain the property of the State.
c. Unless otherwise set forth In the SOW and/or SLA, Personal Data and Non-Pubilo Data shall be encrypted at rest, In use, and in transit with controlled access, The SOW and/or SLA will specify which party Is responsible for encryption and access control of the State Data for the service model under Contract. If the SOW and/ or SLA and the Contract are silent, then the State Is responsible for encryption and access control.
d. Unless otherwise set forth in the SOW and/ or SLA, It Is the State' s responsibility to Identify data it deems as Non - Public Data to the Service Provider, The level of protection and encryption for all Non - Public Data shall be Identified and made a part of this Contract, e. At no time shall any Personal Data and Non - Public Data or processes — which either belong to or are intended for the use of State or its officers, agents of employees — be copied, disclosed or retained by the Service Provider or any party related to the Service Provider for subsequent use in any transaction without the express written consent of the State except as permitted In Section 2 above, REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 26 OF 30
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Infrastructure as a Service and Platform as a Service)
f, { For P Onty) Encryption of Data at Rest; The Service Provider shall ensure hard drive encryption consistent with validated cryptography standards as referenced In FIP,9 140- 2, Security Requirements for Cryptographic Modules for all Personal Data and Non - Public Data, unless the Service Provider presents a Justifiable position approved by the State that Personal Data and Non - Public Data must be stored on a Service Provider portable device In order to accomplish work as defined in the SOW and/ or SLA.

The Service Provider shall provide Its services to the State and Its end users solely from data centers In the continental Unit -ad States.

Storage of State Data at rest shall be located solely In data centers In the continental United States, The Service Provider shall not allow its personnel or contractors to store State Data on portable devices, Including personal computers, except for devices that are used and kept only at Its U. S. data centers. The Service Provider shall permit its personnel and contractors to access State Data remotely only as required to provide technical -user support or other customer support, The Service Provider may provide technical user support or other customer support on a 2417 basis using a Follow the Sun model, unless otherwise prohibited In this Contract, I AM. flellp
The Service Provider shall Inform the State of any Security Incident of Data Breach related to State Data within the possession or control of the Service Provider and related to the service provided under this Contract. a. Security Incident Reporting Requirements: Unless otherwise set forth In the SOW andlor SLA, the Service Provider shall promptly report a Security Incident related to its service under the Contract to the appropriate State Identified Contact as defined In the SOW and/ or SLA.
b, Breach Reporting Requirements: If the Service Provider has actual knowledge of a confirmed Data Breach that affects the security of any State Data that Is subject to applicable Data Breach notification law, the Service Provider shall ( 1) promptly notify the appropriate State Identified Contact within 24 hours or sooner, unless, otherwise required by applicable law, and ( 2) take commercially reasonable measures, to address the Data Breach in a timely manner, c. ( For PaaS Onlyj Incident Response; The Service Provider may need to communicate with outside parties regarding a Security Incident, which may Include contacting law enforcement, fielding media Inquiries and seeking external expertise as mutually agreed upon, defined by law or contained in the contract. Discussing Security Incidents with the State should be handled on an urgent as- needed basis, as part of Service Provider communication and mitigation processes as mutually agreed, defined by law or contained in the Contract.

6. DATA BREACH R93PONSI— BILMESIThis section only applies when a Data Breach occurs with respect to Personal Data and/ or Nan -Public Data within the possession or control of a Service Provider and related to service provided under this Contract. a. The Service Provider, unless otherwise set forth In in the SOW and/ or SLA, shall promptly notify the appropriate State Identified Contact within 24 hours or sooner by telephone, unless shorter time Is required by applicable law, If it confirms that there is or reasonably believes that there has been a Data Breach, The Service Provider shall ( 1) cooperate with the State as reasonably requested by the State to Investigate and resolve the Data Breach: ( 2) promptly Implement necessary remedial measures, if necessary; and ( 3) document responsive actions taken related to the Data Breach, Including any post - incident review of events and actions taken to make changes in business practices In providing the services, if necessary. b, Service Provider will provide daily updates, or more frequently If required by the State, regarding findings and actions performed by Service Provider to the State Identified Contact until the Data Breach has been effectively resolved to the State' s satisfaction. c. Service Provider shall quarantine the Data Breach, ensure secure access. to Data, and repair laaS and/or PaaS as needed In accordance with the SOW and/ or SLA. Failure to do so may result In the State exercising Its options for assessing damages or other remedies under this Contract,
REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 27 OF 30
130

STATE MODEL

CLOUD COMPUTING SERVICES SPECIAL PROVISIONS
infrastructure as a Service and Platform as a Service)
cl. Unless otherwise set forth in the SOW a
reach of Its Contract
obligation to encrypt Personal Data and/ or Non -Public Data or otherwise prevent its release, the Service Provider shall bear the costs associated with ( 1) the investigation and resolution of the Data Breach; ( 2) notifications to individuals, regulators or others required by State law, (3) a credit monitoring service required by State ( or Federal) law, (4) a website or a toll- free number and call center for affected Individuals required by State law, and ( 5) complete all corrective actions as reasonably determined by the Service Provider based on root cause; all [( I) through ( 5)] subject to this Contracts Limitation of Liability provision as set forth In the General Provisions - Information Technology,
Unless otherwise required by law, the Service Provider shall contact the State upon receipt of any electronic discovery, litigation holds, disooverypearches and expert testimonies related to the State's Data under this Contract, or which In anyway might reasonably require access to State' s Data, The Service Provider shall, not respond to subpoenas, service of process and other, legal requests related to the State without first notifying the State, unless prohibited by law from providing such notice, Unless otherwise required by law, Service Provider agrees to provide Its Intended- responses to the State with adequate time for the State to review, revise and, if necessary, seek a protective order, In a court of competent jurisdiction, Service Provider shall not respond to legal requests directed at the State unless authorized In writing to do so by the State.

II . -
I UTIAINNIFiN•
a. For ninety ( 90) days prior to the expiration date of this Contract or upon notice of termination of this Contract, Service Provider shall assist the State In extracting and/ or transitioning all State Data In the format determined by the State (' Transition Period"). b. The Transition Period may be modified in the SOW and/ or SLA or as agreed upon in writing by the parties in a Contract amendment. c. During the Transition Period, laaS and/ or PaaS and State Data, access shall continue to be made available to the State without alteration, d. Service Provider agrees to compensate the State for damages or losses the State incurs as a result of Service Provider' s failure to comply with this section In accordance with the ' Limitation of Liability" provision set forth In the General Provisions - information Technology,
e. The State at its option, may purchase additional transition services as agreed upon in the SOW and/or SLA. f, During any period of suspension, the Service Provider shall not take any action to Intentionally erase any State Data. g. The Service Provider will Impose no additional fees for access and retrieval of State Data by the State during the Transition Period. h. After termination of the Contract and the prescribed retention period, the Service Provider shall securely dispose of all State Data in all forms. State Data shall be permanently deleted and shall not be recoverable, according to NIST -approved methods. Certificates of destruction shall be provided to the State.

9. BACKGROUNQ CHECISS:

As permitted or required by law, the Service Provider shall conduct criminal background checks and not utilize any staff, including subcontractors, to fuffill the obligations of the Contract who have been convicted of any crime of dishonesty, Including but not limited to criminal fraud, orotherwise convicted of any felony or any misdemeanor offense for which Incarceration for up to 1 year is an authorized penalty. The Service Provider shall promote and maintain an awareness of the Importance of securing the State' s Information among the Service Provider' s employees and agents,
REVISED AND EFFECTIVE MARCH 15, 2418 PAGE 28 OF 30
131

STATE MODEL

CLOUD COMPUTING SERVICES SPECIAL PROVISIONS
Infrastructure as a Service and Platform as a Service)
a, ( For laaS Only) Upon request, the Service Provider shall provide reports to the State directly related to the Infrastructure the Service Provider controls upon which the State account resides, Unless otherwise agreed to In the SLA, the Service Provider shall provide the State a history of all Application Program Interface (API) calls for the State account that Includes the Identity of the API caller, the time of the API call, the source IP address of the API caller, the request parameters and the response elements returned by the Service Provider, ThereportWit be sufficient toenable- the State to perform security analysis, resource change tracking and compliance auditing, b, ( For PaaS Only) Upon request, the Service Provider shall provide reports to the State In a formal as specified in the SOW and/ or SLA and agreed to by both the Service Provider and the State, Reports Wit include latency statistics, user access, user access IP address, user access history and security logs for all State files related to this Contract c.

The Service Provider and the State recognize that security responsibilities are shared. The Service Provider Is responsible for providing a secure Infrastructure. The State Is responsible for its secure guest operating system, firewalls and other togs captured within the guest operating system.. Specific shared responsibilities are Identified within the SOW and/or SLA.

The Service Provider shall allow the State to audit conformance to the Contract terms, The State may perform this audit or Contract with a third party at Its disoreflon and at the State' s expense.

The Service Provider shall undergo an annual Statement on Standards for Attestation Engagements ( SSAE) No. 16 Service Organization Control ( SOC) 2 Type 11 audit of Its data centers, or Its successor at Its own expense. The Service Provider shall provide a redacted version of the audit report and. Contractor' s plan to correct any negative findings upon request, The Service Provider may remove Its proprietary Information from the redacted version. 13, CHANGE CONTROL AND ADVANCE NOTlCE;
The Service Provider shall give advance notice ( as agreed to by the partles and included In the SOW ardor SLA) to the State of any upgrades ( e,g., major upgrades, minor upgrades, system changes) that Is expected to materially and negatlyely impact service avalfablifty and performance, as well as any planned downtime for such upgrades. A major upgrade Is a replacement of hardware, software or firmware ware with a newer or better version In order to, bring the system up to date of to Improve Its characteristics, It usually Includes a new version number. Service Provider may change the features and functionality of the services, without degrading them, to make Improvements, address security requirements and comply with changes In law. 14, SECURITY PROCES§ ES:

The Service Provider shall disclose its non- proprietary security processes and technical limitations to the State such that adequate protection and flexibility can be attained between the State and the Service Provider. The State and the Service Provider shall understand each other' s roles and responsibilities, which shall be set forth In the SOW and/ or SLA, dMIL1111 0
1010, Mo
The State shall have the ability to import or export data In whole or In part at its discretion without Interference from the Service Provider.

This Includes the ability for the State to Import or export data to or from other Service Providers.

16. RESPONSIBILMESMDUPTIME GUARANTEE;
The Service Provider shall be responsible for the acquisition and operation of all hardware, software and network support related to the services being provided. The technical and professional activities required for establishing, managing and maintaining the environment are the responsibility of the Service Provider, The system shall be available 24171365 ( with agreed- upon maintenance downtime), and shall provide service to customers as defined In the SOW and/ orSLA.

REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 29 OF 30
132

STATE MODEL

CLOUD COMPUTING SERVICES SPECIAL PROVISIONS
Infrastructure as a Service and Platform as a Service)
The State shall have the right at any time to require the Service Provider remove from Interaction with State any Service Provider representative who the State believes Is detrimental to its working relationship with the Service Provider, The State shall provide theServiceProviderwithnoticeofItsdetermination, and the reasons It requests the removal, The Service Provider shall not assign thepersontoanyaspectoftheContractorfutureworkorderswithouttheState' s consent.

Lfi-U*-R1t9yE9AK
The RecoveryTimeObjective ( Service Provider shall provide a business continuity and disaster recovery plan and shall ensure that it achieves the State' s RTO), as agreed to by the partes and set forth In the SOW andlor SLA.

For PaaS Only) The Service Provider shall use Web services exclusively to interface with State Data in near real time when possIble, or as mutually agreed in the SOW and/or SLA.

REVISED AND EFFECTIVE MARCH 15, 2018
PAGE 30 OF 30
133
City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
Meeting Date: January 4, 2022
Agenda Item #: 7.

Agenda Item: Community Development Block Grant (CDBG) CV 2/3 Subrecipient Agreement with Tahoe Coalition for the Homeless
Executive Summary: On April 20, 2021, the City Council adopted Resolution 2021-021 authorizing and application for CDBG CV 2/3 funding in the amount of $505,632 for rehabilitation work on the Bears Den Inn Property (2250 Lake Tahoe Blvd). On September 30, 2021 the City was notified of the successful grant award. Resolution 2021-021 authorized the City Manager to accept the grant and sign the Standard Agreement. However, Council action is necessary to enter into a Subrecipient Agreement with Tahoe Coalition for the Homeless to administer the funds and execute the scope of work and Council action is necessary to appropriate the funds within the City budget.

Requested Action / Suggested Motions: Pass a Resolution appropriating budget for Community Development Block Grant Coronavirus Response (CDBG CV-2/3) funding in the amount of $505,632 and authorizing and directing the Mayor to execute a Subrecipient Agreement with Tahoe Coalition for the Homeless in the amount of $495,632 to administer the grant and execute the scope of work for rehabilitation of the Bears Den Inn property (2250 Lake Tahoe Blvd).

Responsible Staff Member: Hilary Roverud, Director of Development Services Responsible Staff Member: Hilary Roverud, Director of Development Services (530) 542-6024 Reviewed and Approved By:

Susan Blankenship, City Clerk
Olga Tikhomirova, Director of Finance
Heather Stroud, City Attorney
Attachments:
01-Staff Report CDBG Grant
02-Res 2021-021 CDBG Corovavirus Response Grant.pdf
03-MOU
04-Operating Agreement.pdf
05-Resolution Subrecepient Agreement Tahoe Coalition for the Homeless 06-CDBG CV2-3 TCH Subrecipient Agreement (Exh. A to Reso) 134
Council Agenda Report January 4, 2022 Page 1 of 2
City of South Lake Tahoe
Report to City Council
Meeting Date: January 4, 2022
Title: Subrecipient Agreement with Tahoe Coalition for the Homeless for Community Development Block Grant Program Coronavirus Response Round 2/3 funding for Bears Den Inn Rehabilitation
Location: 2250 Lake Tahoe Blvd (Bears Den Inn)
Responsible Staff Members: Hilary Roverud, Director of Development Services Background: The California Department of Housing and Community Development (HCD) receives funding from the United States Department of Housing and Urban Development (HUD) for the Community Development Block Grant (CDBG) Program and allocates funds to CDBG eligible non-entitlement jurisdictions (such as City of South Lake Tahoe). Authorized by the Coronavirus Aid, Relief, and Economic Security (CARES) Act, approximately $71.2 million in CDBG coronavirus response rounds 2 and 3 (CDBG-CV 2/3) federal funds has been allocated to eligible jurisdictions in California to perform activities related to COVID-19 response and recovery.

On April 20, 2021 the City Council adopted Resolution 2021-021 authorizing an application for CDBG CV 2/3 funding in the amount of $505,632 for rehabilitation work on the Bears Den Inn Property (2250 Lake Tahoe Blvd). The Bears Den Inn property was purchased by the Tahoe Coalition for the Homeless (TCH) with state Homekey Program funds to provide housing for persons experiencing or at risk of homelessness. The property is in need of rehabilitation and property improvements in order to meet minimum building code and accessibility requirements.

The CDBG CV 2/3 would fund rehabilitation work including:
o Accessibility of parking, path of travel, and main lobby o Renovations to equip two (2) units with accessible mobility features, of which at least one (1) will include accessible communication features
o Electrical upgrades necessary to install fire/life safety improvements o Wired 10-year tamper-proof carbon monoxide and smoke detection combination units in all residential units, common spaces, and offices. o Fire alarm panel and internal sprinkler system
As funding allows, additional items may be incorporated into the scope of work, including general maintenance and repair work, and/or improvements required for compliance with City SRO requirements. Implementation of the rehabilitation will require preparation of construction plans by a licensed architect or engineer and construction completed by licensed contractors.

Issue and Discussion: On September 30, 2021 the City was notified of the successful grant award. Resolution 2021-021 authorized the City Manager to accept the grant and sign the Standard Agreement. However, Council action is necessary to enter into a Subrecipient 135
Council Agenda Report January 4, 2022 Page 2 of 2
Agreement with TCH to administer the funds and execute the scope of work and Council action is necessary to appropriate the funds within the City budget.

Financial Implications: Up to 13% of CDBG-CV 2/3 grant funds may be utilized to cover general administration costs. City staff and TCH propose that most of the available administrative funds go to TCH since TCH will be responsible for project implementation and management.

Staff is recommending that the CDBG CV 2/3 funds be appropriated, consistent with the grant application, as follows:

Account Number 256-06021
Revenue (33244): $505,632
Professional Services (42020): $495,632
($55,732 - TCH General Administration, $439,900 - Activity Delivery) Staff Time (50011): $10,000 (City)
Environmental Considerations: The proposed project that would use grant funds is categorically exempt from environmental review under CEQA Guidelines Section 15301, Existing Facilities, which exempts “the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use” including “restoration or rehabilitation of deteriorated or damaged structures, facilities, or mechanical equipment to meet current standards of public health and safety, unless it is determined that the damage was substantial and resulted from an environmental hazard such as earthquake, landslide, or flood.”
The project qualifies for a National Environmental Policy Act (NEPA) Categorical Exclusion pursuant to 24 CFR 58.35(a). The City completed required documentation and public noticing in compliance with NEPA as part of the grant application.

Policy Implications: This action would be consistent with the Memorandum of Understanding with TCH where both parties agreed to identify opportunities to develop shared strategies to prevent and reduce homelessness experienced by South Lake Tahoe residents and committed to jointly reviewing funding opportunities available to bring financial resources to our community which serve the priorities of the City. The City’s application for the CDBG CV-2/3 funds for rehabilitation work at the Bears Den property would be a component of continuous implementation of the Operating Agreement with TCH adopted by City Council on April 20, 2021.

This action would be part of the City’s continuing emergency response to the COVID-19 crisis and is consistent with use of Federal funding provided by the CARES Act for recovery and economic stimulus in our community.
136
CDBG-CV2 & CV3
NOFA
Resolution No. 2021-021
Adopted by the City of South Lake Tahoe
City Council
April 20, 2021
A Resolution Approving an Application for Funding and the Execution of a Grant Agreement and any Amendments Thereto from the 2020 Community Development Block Grant Program- Coronavirus Response Round 2 And 3 (CDBG-CV2 and CV3) NOFA Dated December 18, 2020 BE IT RESOLVED, by the City Council of the City of South Lake Tahoe as follows:

SECTION 1:

The City Council has reviewed and hereby approves the submission to the State of California of one or more application(s) in the aggregate amount, not to exceed, of $505,632 for the following CDBG-CV2 and CV3 activities pursuant to the December 2020 CDBG-CV2/3 Notice of Funding Availability (NOFA):

Housing Assistance - Rehabilitation of 2250 Lake Tahoe
Blvd (Bear’s Den) in response to COVID-19 impacts on
vulnerable populations or individuals including
households experiencing homelessness
$ 505,632
SECTION 2:

The City hereby approves the use of Program Income in an amount not to exceed $0 for the CDBG-CV2 and CV3 activities described in Section 1.

SECTION 3:

The City acknowledges compliance with all state and federal public participation requirements in the development of its application(s).

SECTION 4:

The City hereby authorizes and directs the City Manager to execute and deliver all applications and act on the City's behalf in all matters pertaining to all such applications.

SECTION 5:

If an application is approved, the City Manager is authorized to enter into, execute and deliver the grant agreement (i.e., Standard Agreement) and any and all subsequent amendments thereto with the State of California for the purposes of the grant.

DocuSign Envelope ID: D0428286-53DB-4CCE-8CCE-A208100CE5BE 137
CDBG-CV2 & CV3
NOFA
SECTION 6:

If an application is approved, the City Manager is authorized to sign and submit Funds Requests and all required reporting forms and other documentation as may be required by the State of California from time to time in connection with the grant.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of South Lake Tahoe held on April 20, 2021 by the following vote:

AYES: 5 (Bass, Creegan, Friedrich, Middlebrook and Wallace) NOES: 0
ABSENT: 0
ABSTAIN: 0
Tamara Wallace
Mayor
Attest:
___________________________________
Susan Blankenship, City Clerk
The presence of electronic signature certifies that the foregoing is a true and correct copy as approved by the South Lake Tahoe City Council.

STATE OF CALIFORNIA
City of South Lake Tahoe
I, Susan Blankenship, City Clerk of the City of South Lake Tahoe,State of California, hereby certify the above and foregoing to be a full, true and correct copy of a resolution adopted by said City Council on this 20 day of April 2021.

Susan Blankenship, City Clerk of the City of South
Lake Tahoe, State of California
By:

Susan Blankenship, City Clerk
DocuSign Envelope ID: D0428286-53DB-4CCE-8CCE-A208100CE5BE 138
1 | Page

MEMORANDUM OF UNDERSTANDING
Between City of South Lake Tahoe and Tahoe Coalition for the Homeless Regarding Communication, Coordination, and Collaboration This Memorandum of Understanding (“ MOU”) is entered into by and between the City of South Lake Tahoe, a municipal corporation ( the “ City”) and Tahoe Coalition for the Homeless, a California nonprofit public benefit corporation collectively “ TCH”) under the terms and provisions set forth below. The City and TCH shall collectively be referred to herein as the “Parties” and individually as “Party.”

RECITALS
A. The City of South Lake Tahoe is the local government entity governing South Lake Tahoe, California, a small city located in the Tahoe Basin Region of El Dorado County.

B. Tahoe Coalition for the Homeless is a small nonprofit corporation providing services to homeless residents of South Lake Tahoe, whose mission is to end homelessness in the South Shore.

C. The City of South Lake Tahoe is a community of approximately 22,000, which regularly hosts more than 100,000 visitors as a regional and world- class recreational tourist destination. As such, many of the local employment opportunities are seasonal, part-time, low-wage, and unbenefited. A large part of the City’s housing inventory serves the tourist population therefore making affordable housing scarce for local families.

D. In the 2019 El Dorado County Homeless Point-In-Time Count & Survey, trained volunteers counted 613 people experiencing homelessness at the end of January. Among those counted, nearly 50% had lived in El Dorado County for their entire lives, and 80% had lived here for more than a year before becoming homeless.

Additionally, 27% were currently experiencing partner violence and 38% were experiencing first-time homelessness. There were 28 minor children, of whom 9 were unsheltered, and 86 transition- aged youth ( 18- 24 years old) - all 86 were found unsheltered. At least 77 people identified as part of a family unit and there were 61 seniors aged 62 years or older. In South Lake Tahoe, 110 individuals were counted, and certain subpopulations were disproportionately represented: African Americans were five ( 5) times more likely to be homeless; Native Americans, 13 times; Disabled, 3 times; and Veterans, 2 times.

E. Homelessness is a dangerous condition that frequently results in higher rates of morbidity and mortality.

South Lake Tahoe’ s harsh alpine winters can cause serious injury and illness for unsheltered people, including hypothermia, dehydration, frostbite, and respiratory illnesses. For the past five (5) years, TCH has operated an DocuSign Envelope ID: AC2E2082- 77BE-4AEE-BCC9- D0FEEA8DB65F 139
2 | Page
emergency warm room to provide life-saving shelter to individuals, and provides motel vouchers to families until housing can be secured. These supports have grown into a comprehensive suite of outreach, prevention, and case management services which ensure that South Lake Tahoe residents experiencing instability do not risk illness, injury, or death as a result of unsheltered homelessness.

F. In addition to negatively impacting South Lake Tahoe residents experiencing homelessness, there are other direct and indirect impacts on the community. Due to lack of preventative health care and safe, stable housing, people experiencing homelessness generate a significant number of calls for services from the South Lake Tahoe Fire and Police Departments, as well as high utilization of emergency medical services administered at the area’s only hospital, Barton Health. Unsheltered homelessness also negatively impacts local businesses, the tourist economy, sensitive ecological areas around Lake Tahoe, and the broader South Lake Tahoe community.

G. The Parties share a common interest in identifying solutions to prevent and reduce homelessness for South Lake Tahoe residents, especially those subpopulations considered highly vulnerable such as youth, families, seniors, and people with disabilities or serious health conditions. The ongoing COVID- 19 pandemic has made these groups even more vulnerable to negative health effects and are less able to adhere to public health guidance and local mandates.

H. The City and TCH desire to enter into this MOU to describe their agreements and relationship with respect to the issue of homelessness within the city limits of South Lake Tahoe, CA.

DocuSign Envelope ID: AC2E2082- 77BE-4AEE-BCC9- D0FEEA8DB65F 140
3 | Page

AGREEMENT
NOW, THEREFORE, it is hereby acknowledged, City and TCH hereto mutually agree as follows:

1. Both parties will seek to identify opportunities to develop shared strategies to prevent and reduce homelessness experienced by South Lake Tahoe residents.

2. The City will provide TCH with regular data regarding homelessness – police calls, fire and emergency transport, etc.

3. TCH will prepare and submit quarterly reports on homelessness, clients served, local programming offered, and housing availability to the City.

4. TCH will coordinate with City departments, including Development Services, Fire and Police to serve our community.

5. TCH will commit to a “local preference policy” where they will prioritize services and housing opportunities for residents of South Lake Tahoe.

6. Both parties commit to jointly reviewing funding opportunities available to bring financial resources to our community which serve the priorities of the City.

7. TCH will utilize housing inventory in a manner in which it was built and permitted, and will adhere to all applicable City land use, zoning and building codes.

8. The City will review and accept reasonable request for compliance oversight for funding awards, such as but not limited to the Homekey Grant Program, which are related to affordable and supportive housing in partnership with TCH.

9. The City Manager will coordinate with TCH and other agencies ( including El Dorado County) involved in the local Continuum of Care ( CoC) and Coordinated Entry System to develop regional strategies and to leverage resources.

10. Either Party may terminate this MOU at any time by written notice given to the other Party.

DocuSign Envelope ID: AC2E2082- 77BE-4AEE-BCC9- D0FEEA8DB65F 141
IN WITNESS WHEREOF, the parties hereto have caused this MOU to be executed and therefore become effective as of the last date written below.

City of South Lake Tahoe
Jason Collin, Mayor Dated
Approve as to Form:

Heather Stroud, City Attorney Dated
Attest:

Susan Blankenship, City Clerk Date
Tahoe Coalition for the Homeless
Signed Dated
Name Title
41Page
The presence of electronic signature certifies that the foregoing is a true and correct copy as approved by the South Lake Tahoe City Council.

DocuSign Envelope ID: AC2E2082- 77BE-4AEE-BCC9- D0FEEA8DB65F 9/ 22/ 2020
9/ 22/ 2020
9/ 23/ 2020
142

OPERATING AGREEMENT
Between City of South Lake Tahoe and Tahoe Coalition for the Homeless This Operating Agreement is entered into by and between the City of South Lake Tahoe, a municipal corporation (the “City”) and Tahoe Coalition for the Homeless, a California nonprofit public benefit corporation (“TCH”) under the terms and provisions set forth below.

Recitals
A. The City of South Lake Tahoe is the local government entity governing South Lake Tahoe, California, a small city located in the Tahoe Basin Region of El Dorado County.

B. Tahoe Coalition for the Homeless is a small nonprofit corporation providing services to homeless residents of South Lake Tahoe, whose mission is to end homelessness in the South Shore.

C. On September 22, 2020 the City and the Tahoe Coalition for the Homeless (TCH) entered in to a Memorandum of Understanding (MOU) to describe their agreements and relationship with respect to the issue of homelessness within the city limits of South Lake Tahoe, CA. The MOU recognizes the partnership between the City and TCH in identifying solutions to prevent and reduce homelessness for South Lake Tahoe residents, especially those subpopulations considered highly vulnerable such as youth, families, the elderly, and people with disabilities or serious health conditions.

D. Since entering in to the MOU, TCH has acquired ownership of the following three hotel properties within the City, utilizing state Homekey grant funds, to provide homes for people experiencing or at risk of homelessness:
2250 Lake Tahoe Blvd, (Bears Den)
2215 Lake Tahoe Blvd, (The Bird’s Nest)
1137 Emerald Bay Road, (Red Lodge)
E. The City and TCH are working in partnership to ensure the continued operation, rehabilitation and maintenance of the properties and establish this Operating Agreement to memorialize that partnership.

Agreement
NOW, THEREFORE, it is hereby acknowledged, City and TCH hereto mutually agree as follows:

Utilizing the Housing First model, TCH will provide safe, low-barrier long term housing, as well as stabilization and supportive services contributing to the mutual goals of ensuring instances of homelessness are rare, brief, and non-recurring.

C-042-2021
DocuSign Envelope ID: 7191A63F-EF67-4C76-841F-438164644717 143
On-Site Supportive Services

1. Using the full spectrum of the County’s social services resources in service of client needs, TCH and the City will strive for the ultimate goal for each client to gain the skills needed to be stable, independent and productive members of the community.

2. TCH will insure that supportive services programs and clients comply with the rules as specified in Federal, State and County housing programs.

3. TCH will work in partnership with other agencies, churches and businesses in the area to reduce duplication of services and to use best practices to serve the needs of clients at the lowest possible cost to the City.

4. TCH will maintain staffing levels necessary for delivery of residential services at each of the properties listed above, including but not limited to:
a. 24-hour Staff
b. Janitorial Services
c. Site Management and Maintenance
d. Site monitoring for fire hazard conditions
e. Primary point-of-contact available at all times to address issues that may arise and coordinate security issues with the South Lake Tahoe Police Department.

5. TCH will set-up and provide the following facilities to residents at each property:
a. Meal preparation area
b. Telephone access & message services, including an ADA-compliant telephone c. Waste removal and disposal to include, at a minimum, an onsite dumpster and weekly refuse and recycling service from South Tahoe Refuse.

Off-Site Supportive Services

1. In addition to on-site supportive services at the property locations, TCH provides supportive services at the Red Lodge location for both housed and unhoused clients. This property has several confidential offices available, a lobby space, and a large community room that are used for the services that were previously offered at their 3rd Street Office.

This new location also offers three public restrooms, one of which has a shower that is available to unhoused clients. TCH offices will support client programs for the target population.

Property Maintenance and Rehabilitation
The City supports TCH in their partnership with a private or non-profit housing developer and housing financial consultant to convert the properties from interim housing to Permanent Supportive Housing. The City and TCH will evaluate the project’s competitiveness for funding programs in order to develop a proactive strategy for rehabilitation of the properties consistent with the Physical Needs Assessments (PNAs) prepared by the State of California Real Estate Services Division of the General Services Department and AEI consultants.

1. TCH will prepare a Rehabilitation Plan for each property identifying priority construction and the order of phased construction work to achieve compliance with local, regional, state and federal requirements for long term residential use. The Rehabilitation Plan will C-042-2021
DocuSign Envelope ID: 7191A63F-EF67-4C76-841F-438164644717 144
include design and construction cost estimates prepared by a licensed architect or engineer, which will be updated as necessary.

2. TCH and the City will jointly review funding opportunities available to rehabilitate the properties. The City will review and accept reasonable requests for compliance oversight for funding awards which are related to rehabilitation and operation of the properties as Permanent Supportive Housing.

3. TCH will maintain the properties to ensure compliance with building, housing and property maintenance code standards, and site maintenance standards as required by the applicable City Multi-Family Dwelling Inspection and Maintenance Program (City Code Chapter 6.30) or Single Room Occupancy (SRO) Program (City Code Chapter 6.15, Article VIII).

4. TCH will insure the establishment of necessary controls in place to qualify for and administer public funding programs. TCH will maintain all records required by Federal and/or State regulations pertinent to the activities funded under this Agreement. TCH shall make available to the City, all program and/or project-related records, documents, and any other financial data or records for review.

5. The term of this Agreement shall be for three (3) years commencing April 20, 2021.

CITY OF SOUTH LAKE TAHOE: TAHOE COALITION FOR THE HOMELESS:

By___________________________ By ________________________________ Joseph Irvin, City Manager Cheyenne Purrington, Executive Director Date __________________________ Date _____________________________

APPROVED AS TO FORM:

By____________________________ Date _______________________________ Heather Stroud, City Attorney
ATTEST:

By______________________________ Date _______________________________ Susan Blankenship, City Clerk
C-042-2021
DocuSign Envelope ID: 7191A63F-EF67-4C76-841F-438164644717 4/21/2021
4/21/2021
4/21/2021
4/23/2021
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Resolution 2022-XXX January 4, 2022 Page 1 of 2
Resolution 2022-XXX
Adopted by the City of South Lake Tahoe
City Council
January 4, 2022
Appropriation of Community Development Block Grant Coronavirus Response (CDBG CV-2/3) Funds for Rehabilitation of the Bears Den Inn Property (2250 Lake Tahoe Blvd) and Authorization of Subrecipient Agreement with Tahoe Coalition for the Homeless

BACKGROUND
A. The City has entered in to a Memorandum of Understanding with the Tahoe Coalition for the Homeless (TCH) to identify opportunities to develop shared strategies to prevent and reduce homelessness experienced by South Lake Tahoe residents.

B. The City has entered into an Operating Agreement with the TCH specifying roles with respect to properties purchased by TCH through the Homekey Program.

C. The City Council adopted Resolution 2021-021 authorizing submittal of an application for Community Development Block Grant Coronavirus Response (CDBG CV-2/3) funding in the amount of $505,632 in partnership with the Tahoe Coalition for the Homeless for the Rehabilitation of the Bear’s Den Inn property (2250 Lake Tahoe Blvd).

D. On September 30, 2021 the state Department of Housing and Community Development notified the City of successful grant award.

BASED ON THE FACTS SET FORTH IN THE BACKGROUND, BE IT RESOLVED, that the City Council of the City of South Lake Tahoe:

1. Appropriates budgeting of the CDBG CV-2/3/ funds into account number 256-06021 as follows:

Revenue (33244) $505,632
Professional Services (42020) $495,632
Staff Time (50011) $10,000

2. Authorizes and directs the Mayor to execute the Subrecipient Agreement with Tahoe Coalition for the Homeless in the amount of $495,632 to administer funding and execute the scope of work for rehabilitation of the Bears Den Inn property (2250 Lake Tahoe Blvd), attached hereto as Exhibit A.

Adopted by the City of South Lake Tahoe City Council on January 4, 2022 by the following vote:

Yes:

No:

Absent:

Abstain:
________________________ Date:_________
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Resolution 2022-XXX January 4, 2022 Page 2 of 2
Devin Middlebrook, Mayor
Attest:
________________________
Susan Blankenship, City Clerk
The presence of electronic signature certifies that the foregoing is a true and correct copy as approved by the South Lake Tahoe City Council.
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South Lake Tahoe City CouncilJanuary 4, 2022

South Lake Tahoe City Council
January 4, 2022