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Page 1 of 2 SERVICE AGREEMENT WITH INFO-TECH RESEARCH GROUP Service Start Date: January 31, 2023 || Contract Length: 1-year Contact: Maria Callander City of Carlsbad Product Description Quantity Subtotal Total Online Workshop Membership Workshop Delivered Online 1.00 $20,675.06 $20,675.06 Total: $20,675.06 All items stated on this document are in USD and is subject to applicable taxes. DocuSign Envelope ID: 8D2EEF7A-7125-421A-8B7E-3249E0139660 Page 2 of 2 State of California Multiple Award Schedule (CMAS) - 3-19-70-3685A Payment Terms: Net 45 Unless otherwise stated, consulting and workshop engagements do not include travel and expenses, which will be charged in addition to the fees listed. Workshops purchased as part of membership expire without refund or credit at the end of the membership period covered by the purchase. Workshops purchased outside membership expire without refund or credit 1-year after purchase. Please work with your member services representative to select and schedule workshops prior to expiration. This Service Agreement is subject to Info-Tech Research Group Standard Terms of Use - Exhibit "A", except that Section 13 (Governing Law) shall be repealed and replaced in its entirety as follows: “13. Governing Law. This site and any service agreement are governed by the laws of the State of California without regard to conflicts of law rules. Any dispute between the parties must be brought in a state or federal court in San Diego County, California. Info-Tech consents to the personal and subject matter jurisdiction of these courts and waives the right to change venue.” Subject to applicable taxes. If your company is tax exempt, please provide a valid tax exemption certificate with the signed proposal. This Service Agreement is subject to the terms and conditions set out in CMAS No 3-19-70-3685A - Exhibit "B". Unless agreed to in writing, any customer terms, including purchase order terms and conditions, are of no force or effect. By signing this Service Agreement, you agree to pay the fees set out herein annually for the term indicated. This proposal has a definite expiry date of January 31, 2023. Please return this signed Service Agreement to Info-Tech by DocuSign, email nsherpuri@infotech.com or fax (1-519-432-2506). Please include PO if required. Thank you for your business! The signature below affirms your commitment to pay for the services ordered in accordance with the terms of this Service Agreement. If you are tax exempt, please provide tax exemption certificate. Term Number Invoice Date Invoice Amount Term Start Date Term End Date Notes 1 January 31, 2023 $20,675.06 January 31, 2023 January 31, 2024 Workshop Membership for one year Name Signature Title Date APPROVED AS TO FORM ATTEST: CINDIE K. McMAHON, City Attorney ______________________________________ BY:___________________________________ SHERRY FREISINGER Deputy City Attorney City Clerk DocuSign Envelope ID: 8D2EEF7A-7125-421A-8B7E-3249E0139660 1/20/2023 Maria Callander Director of Information Technology for Exhibit A – Info-Tech Research Group Terms of Use These Terms of Use state the terms and conditions under which you may use this website and the Services, which are the property of Info-Tech Research Group Inc. ("Info-Tech"). Your use of this site and the Services constitutes acceptance of these Terms of Use. 1. General Use Restrictions Info-Tech services, advice, materials, products, websites and network (collectively the "Services") are to be used for the User's (meaning a named individual user that uses the publicly available Services, or is authorized by Info-Tech in a service agreement to use the Services that require paid access) use and benefit only pursuant to the terms and limitations of the paid subscription and may not be disclosed, disseminated or distributed to any other party, except as Info-Tech otherwise agrees in writing. The User will not circumvent any encryption or otherwise gain access to Services for which the User has not been expressly granted the appropriate rights of access. The User will not use the Services for or knowingly transmit to Info-Tech or upload to any Info-Tech site or network any illegal, improper or unacceptable material or use them for illegal, improper or unacceptable practices including without limitation the dissemination of any defamatory, fraudulent, infringing, abusive, lewd, obscene or pornographic material, viruses, trojan horses, time bombs, worms, or other harmful code designed to interrupt, destroy, or limit the function of any software, hardware or communications equipment, unsolicited mass email or other internet based advertising campaigns, privacy breaches, denial of use attacks, spoofing, or impersonation. 2. Copyright The Services are © Info-Tech Research Group Inc. All rights reserved. The Services are owned by and copyrighted by Info-Tech and other parties and may contain trademarks of Info-Tech or others. They are protected by Canadian, U.S. and international copyright and trademark laws and conventions. User may use the Services solely for his or her own information purposes pursuant to the terms and limitations of the paid subscription. The User may download any of the Service's tools or templates for his or her individual use, but may not distribute any articles, tools, templates or blueprints internally, subject to the exceptions below. The User may create derivative works from the Service's tools or templates and distribute these for internal use but may not distribute these derivative works externally for any commercial or resale purposes. Any other reproduction or dissemination of the Services in any form or by any means is forbidden without Info-Tech's written permission, and without limiting the generality of the foregoing, the User will not: A. record and re-transmit the Service over any network (including any local area network), except as otherwise stated above; DocuSign Envelope ID: 8D2EEF7A-7125-421A-8B7E-3249E0139660 B. use any Service in any timesharing, service bureau, bulletin board or similar arrangement or public display; C. post any Service to any other online service (including bulletin boards or the Internet); D. sublicense, lease, sell, offer for sale or assign the Service; or E. use Info-Tech's name or any excerpts from the Services in the promotion of its products or services. 3. Users Users must be authorized to use the Services by Info-Tech. Users must maintain and protect the confidentiality of any password(s) and are responsible to ensure that the passwords are effective. Users shall advise Info-Tech immediately if they discover that their password has been compromised, at the following number 1-888-670-8889. If you are an organization that is party to a service agreement with Info-Tech, references in these Terms of Use to “User(s)” include you, and you are responsible for compliance by named individual Users within your organization with these Terms of Use. 4. User Perspective For the benefit of all Users, Info-Tech's research services includes the ability for Users to (i) participate in the creation of research by contributing User perspective for publication on Info-Tech's websites and (ii) participate in industry-specific community groups and other forums by contributing discussion posts. All such contributions are voluntary with full consent of the User. If your account is used to contribute content to Info-Tech's websites, (collectively, "User Contributions"), you agree to accept sole responsibility for those User Contributions, including the information, statements, facts, and material contained in any form or medium (e.g., text, audio, video, and photographic) therein. To the extent Users contribute any feedback to Info-Tech (as User Contributions or otherwise), Info-Tech may use that feedback to assess, improve, and market its products. To the extent Users contribute to research, Info-Tech may incorporate those contributions within the research Services without the necessity of attribution. You grant us and our affiliates a worldwide, irrevocable, royalty- free, nonexclusive license to use, reproduce, create derivative works of, distribute publicly display, and publish User Contributions. You agree you will not attempt to enforce any so- called "moral rights" in User Contributions against us or our affiliates. By using Info-Tech's research services, you agree that none of your User Contributions will: • infringe on the intellectual property, trade secret, privacy, publicity, or other rights of others; • contain false statements or misrepresentations that could damage Info-Tech or any third party; • include obscene, libelous, defamatory, threatening, harassing, abusive, hateful, sexually explicit, sexually oriented, profane, or embarrassing material, as determined by Info-Tech in its sole discretion; • be illegal or otherwise objectionable; DocuSign Envelope ID: 8D2EEF7A-7125-421A-8B7E-3249E0139660 • contain the personal information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, and credit card numbers; • encourage or facilitate insider trading or anticompetitive behavior; • include commercial advertisements or solicitations; or • purport to or actually provide legal or professional advice. Because Info-Tech's Web sites are available to the public, User Contributions on Info-Tech's Web sites are not Confidential Information. Although you are solely responsible for the content you provide and we do not have a policy of reviewing or monitoring all User Contributions, we reserve the right to pre-screen and/or monitor User Contributions. If we become aware of User Contributions that violate these Terms of Service or that we believe to be otherwise objectionable, we may reject or delete them, or take other action, without notice to you and in our sole discretion. If you believe that any User Contributions appear to violate these Terms of Service, or if you believe any other user is engaged in illegal, harassing, or objectionable behavior, please contact us. 5. Non-Disclosure of Confidential Information In these Terms of Use “Confidential Information” means information of a commercially sensitive or proprietary character that is marked as confidential or that a reasonable person would understand to be confidential. The “Disclosing Party” is the party disclosing Confidential Information and the “Receiving Party” is the party receiving Confidential Information. However, Confidential Information does not include information that: • was in the public domain at the time of communication to the Receiving Party or is later placed in the public domain by the Disclosing Party; • entered the public domain through no fault of the Receiving Party subsequent to the time of disclosure hereunder to the Receiving Party; • was in the Receiving Party's possession free of any obligation of confidence prior to disclosure hereunder; or • was developed by employees or agents of the Receiving Party independently of and without reference to any Confidential Information. The Receiving Party shall not disclose, publish or communicate the Confidential Information to any third party without the prior written consent of the Disclosing Party. However, the Receiving Party may disclose the Confidential Information to a third party who has a need to know the Confidential Information and (i) is an accountant, attorney, underwriter or advisor under a duty of confidentiality; or (ii) is under a written obligation of confidentiality at least as restrictive as this Agreement and to the extent required by law. Info-Tech may create or use anonymized data for purposes such as benchmarking, analytics, and other good faith business purposes Anonymized data is not the Confidential Information of Users. DocuSign Envelope ID: 8D2EEF7A-7125-421A-8B7E-3249E0139660 6. Term Many of the Services are "subscription" services that have a fixed Term and must be renewed in writing at the end of the term for services to continue. Contractual terms of membership are generally multiple years in length and agreed to by the parties in writing. Workshops purchased as part of membership expire without refund or credit at the end of the membership period covered by the purchase. Workshops purchased outside membership expire without refund or credit one (1) year after purchase. Info-Tech may terminate a User's access at any time if the User or the entity paying for the User's access violates the terms of use or subscription or any other agreement with Info-Tech. 7. Cancellation As the Services are paid in advance for a committed membership term, a service agreement or membership cannot be terminated by a User for convenience during a contractual term. 8. Changes Info-Tech strives to innovate. Info-Tech may update, upgrade or otherwise change or discontinue content, features or other aspects of its Services. Info-Tech will not make changes that cumulatively degrade the quality of a paid subscription to the Services. Info- Tech also reserves the right to change the terms and conditions applicable to your use of the Services, unless Info-Tech has otherwise agreed in a service agreement. Use of the Services after such changes shall be deemed to be acceptance by User of such changes. These terms were last revised on September 15, 2022. 9. Accuracy of Information and Warranty The information contained in the Services has been obtained from sources believed to be reliable, but Info-Tech does not warrant the completeness, timeliness or accuracy of any information contained in the Services. The Services are intended to: help identify business risks; provide insights based on industry research; and to help you focus on certain matters which may be affecting your business. Info-Tech does not provide legal, accounting or other professional advice, nor should any advice from Info-Tech be construed as such. We encourage you to seek professional advice whenever necessary. Info-Tech expressly excludes and disclaims all express or implied conditions, representations and warranties including, without limitation, any implied warranties or conditions of merchantability or fitness for a particular purpose, to the extent allowable by law. Although Info-Tech takes reasonable steps to screen Services for infection by viruses, worms, Trojan horses or other code manifesting contaminating or destructive properties before making the Services available, Info-Tech cannot guarantee that any Service will be free of infection. User assumes sole responsibility for the selection of the Services to achieve its intended results. The opinions expressed in the Services are subject to change without notice. DocuSign Envelope ID: 8D2EEF7A-7125-421A-8B7E-3249E0139660 Info-Tech does not endorse third party products or services. Info-Tech assesses and analyzes the effectiveness and appropriateness of information technology in the context of a general business environment only unless specifically hired by a User to assess in the context of their own environment. 10. Limitation of Liability In no event is Info-Tech liable for any special, indirect, consequential, incidental, or punitive damages however caused, whether in contract, tort, negligence, strict liability, operation of law or otherwise, (including without limitation damages for lost profits, business interruption or loss arising out of the use of or inability to use the Services, or any information provided in the Services, or claims attributable to errors, omissions or other inaccuracies in the Service or interpretations thereof), even if Info-Tech has been advised of the possibility of such damages. Info-Tech's total liability shall in no event exceed the amount paid by the User for the Service in question. The User acknowledges that Info-Tech has set its prices and sold the Services to it in reliance on the limitations of liability and disclaimers of warranties and damages set forth herein, and that the same form a fundamental and essential basis of the bargain between the parties. They shall apply even if the contract between the User and Info-Tech is found to have failed in its fundamental or essential purpose or has been fundamentally breached. 11. Links to Third-Party Sites Any third-party sites that are linked to the Services are not under Info-Tech's control. Info- Tech is not responsible for anything on the linked sites, including without limitation any content, links to other sites, any changes to those sites, or any policies those sites may have. Info-Tech provides links as a convenience only and such links do not imply any endorsement by Info-Tech of those sites. 12. Investment Advice The Services are not intended to be used for the purpose of, or as a basis for, making investment decisions or recommendations with respect to securities of any company or industry and Info-Tech assumes no liability for decisions made, in whole or in part, on the basis of any information contained in the Services. 13. Governing Law This site and any service agreement are governed by the laws of the Province of Ontario, Canada, excluding any conflicts of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods. Any legal action against Info- Tech shall take place in the courts of the Province of Ontario. The parties attorn to the non- exclusive jurisdiction of the courts of Ontario. 14. Entire Agreement DocuSign Envelope ID: 8D2EEF7A-7125-421A-8B7E-3249E0139660 These standard terms of use, together with any service agreements and statements of work, signed by the parties contains the complete and exclusive statement of agreement between the parties and supersedes all purchase order terms and conditions, understandings, proposals, negotiations, representations or warranties of any kind whether written or oral. 15. Privacy A User's right to privacy is of paramount importance to Info-Tech. See our Privacy Policy for more detail. The identity of our research clients is not considered personal or confidential information, and we may disclose that information for promotion and marketing purposes 16. Contact Information Attn: General Counsel Legal@infotech.com Toll Free US: 1-888-670-8889 Toll Free CAN: 1-844-618-3192 International: +1-519-432-3550 DocuSign Envelope ID: 8D2EEF7A-7125-421A-8B7E-3249E0139660 Procurement Division 707 Third Street, 2nd Floor, MS #2-202 West Sacramento, CA 95605-2811 State of California MULTIPLE AWARD SCHEDULE Info-Tech Research Group Inc. CMAS NUMBER: 3-19-70-3685A SUPPLEMENT NUMBER: 2 CMAS TERM DATES: 4/24/2019 through 3/16/2027 CMAS CATEGORY: Information Technology Goods and Services APPLICABLE TERMS & CONDITIONS: January 20, 2022 MAXIMUM ORDER LIMIT: State Agencies: See Purchasing Authority Dollar Threshold provision Local Government Agencies: Unlimited FOR USE BY: State & Local Government Agencies BASE SCHEDULE #: GS-35F-298GA BASE SCHEDULE HOLDER: Info-Tech Research Group Inc. This supplement is to extend this CMAS through 3/16/2027. In addition, this supplement replaces in its entirety the existing CMAS. The most current Ordering Instructions and Special Provisions, CMAS Terms and Conditions, and products and/or services are included herein. All purchase orders issued by State agencies shall incorporate these Ordering Instructions and Special Provisions, and CMAS Terms and Conditions. Review these provisions carefully as they have changed. Original Signature on File Effective Date: 8/15/2022 Bryan Dugger, Program Analyst, California Multiple Award Schedules Unit This California Multiple Award Schedule (CMAS) provides for the purchase and warranty of software, Information Technology (IT) research subscription services, IT consulting services, and training courses. (See page 3 for the restrictions applicable to this CMAS.) Exhibit "B"DocuSign Envelope ID: 8D2EEF7A-7125-421A-8B7E-3249E0139660 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) November 03, 2021 Ordering Instructions and Special Provisions 2 INFO-TECH RESEARCH GROUP INC. CMAS NO 3-19-70-3685A, SUPPLEMENT NO. 2 PROPRIETARY SUBSCRIPTION SERVICES Proprietary research subscription services are exempt from the CMAS RFO process by DGS Policy. The SCM reference either “SCM Volume 3, Chapter 5, Section 5.6.1 Purchases Exempt by DGS Policy” or “SCM Volume F, 6.5.1 Purchases Exempt by DGS Policy” must be included on the CMAS Purchase Order. The State department’s CMAS purchasing authority dollar thresholds apply to proprietary research subscription CMAS transactions. Go to www.dgs.ca.gov/PD/Resources/Page- Content/Procurement-Division-Resources-List-Folder/List-of-State-Departments-with-Approved- Purchasing-Authority to view the List of State Departments with Approved Purchasing Authority website for CMAS purchasing authority dollar thresholds. NOTICE: Products and/or services on this CMAS may be available on a Mandatory Statewide Contracts. If this is the case, the use of this CMAS is restricted unless the State agency has an approved exemption as explained in the Statewide Contract User Instructions. Information regarding Statewide Contracts can be obtained at the: Statewide Contract Index Listing (www.dgs.ca.gov/PD/About/Page-Content/PD-Branch-Intro-Accordion-List/Acquisitions/Statewide- Contracts). This requirement is not applicable to local government agencies. Agency non-compliance with the requirements may result in the loss of delegated authority to use the CMAS program. CMAS contractor non-compliance with the requirements may result in termination. DocuSign Envelope ID: 8D2EEF7A-7125-421A-8B7E-3249E0139660 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) November 03, 2021 Ordering Instructions and Special Provisions 3 INFO-TECH RESEARCH GROUP INC. CMAS NO 3-19-70-3685A, SUPPLEMENT NO. 2 CMAS PRODUCT & SERVICE CODES Product & Service Codes listed below are for marketing purposes only. Review the base schedule for the products and/or services available. IT Consult-Acquisition Supp IT Consult-Strategic Planning Research Subscription Srvc AVAILABLE PRODUCTS AND/OR SERVICES All of the products in the base schedule are available within the scope of this CMAS. The ordering agency must verify all products and/or services are currently available on the base General Services Administration (GSA) schedule. Access the GSA eLibrary at www.gsaelibrary.gsa.gov. All of the job titles in the base schedule are available within the scope of this CMAS. You may verify the following current information about the job titles available in the base schedule at the General Services Administration (GSA) eLibrary (www.gsaelibrary.gsa.gov): • Description of the functional requirements • Minimum education and experience requirements • Maximum pricing allowed (lower pricing acceptable) EXCLUDED PRODUCTS AND/OR SERVICES Order-level materials are not available under this CMAS. ISSUE PURCHASE ORDER TO Agency purchase orders must be sent to the following: Info-Tech Research Group Inc. 3960 Howard Hughes Parkway, Suite 500 Las Vegas, NV 89169 Attn: Chris Scott E-mail: cscott@infotech.com Agencies with questions regarding products and/or services may contact the CMAS contractor as follows: Contact: Chris Scott Phone: (888) 670-8889, Ext.: 2819 E-mail: cscott@infotech.com DocuSign Envelope ID: 8D2EEF7A-7125-421A-8B7E-3249E0139660 November 03, 2021 Ordering Instructions and Special Provisions 4 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) INFO-TECH RESEARCH GROUP INC. CMAS NO 3-19-70-3685A, SUPPLEMENT NO. 2 TOP 500 DELINQUENT TAXPAYERS In accordance with Public Contract Code (PCC) 10295.4, and prior to placing an order for IT goods and/or services, agencies must verify with the Franchise Tax Board and the California Department of Tax and Fee Administration that this CMAS contractor’s name does not appear on either list of the 500 largest tax delinquencies pursuant to Revenue and Taxation Code 7063 or 19195. See next paragraph for information. The Franchise Tax Board’s list of Top 500 Delinquent Taxpayers is available at www.ftb.ca.gov/about-ftb/newsroom/top-500-past-due-balances/index.html. The California Department of Tax and Fee Administration’s list of Top 500 Sales & Use Tax Delinquencies in California is available at www.cdtfa.ca.gov/taxes-and-fees/top500.htm. MINIMUM ORDER LIMITATION There is no minimum dollar value limitation on orders placed under this CMAS. CMAS PRICES The maximum prices allowed for the products and/or services available are those set forth in the base schedule. The ordering agency is encouraged to seek prices lower than those in the base schedule. When responding to an agency’s Request for Offer (RFO), the CMAS contractor can offer lower prices to be competitive.\ EXECUTIVE ORDER N-6-22 – RUSSIA SANCTIONS On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State. CALIFORNIA CIVIL RIGHTS LAW CERTIFICATION Pursuant to PCC 2010, effective January 1, 2017, applicants must certify their compliance with the California Civil Rights laws and Employer Discriminatory Policies (Civil Code 51, GC 12960). It is the agency’s responsibility to verify that the contractor has a California Civil Rights Law Certification on file. DocuSign Envelope ID: 8D2EEF7A-7125-421A-8B7E-3249E0139660 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) INFO-TECH RESEARCH GROUP INC. CMAS NO 3-19-70-3685A, SUPPLEMENT NO. 2 November 03, 2021 Ordering Instructions and Special Provisions 5 WARRANTY For warranties, see the base schedule, the CMAS Terms and Conditions, General Provisions, and CMAS Warranty. CMAS contractor personnel shall have the experience, education, and expertise as defined in the base schedule. DELIVERY 1 days after receipt of order or as negotiated between agency and CMAS contractor and included in the purchase order. SHIPPING INSTRUCTIONS F.O.B. (Free On Board) Destination. Seller pays the freight charges. PURCHASING AUTHORITY DOLLAR THRESHOLD Order limits for the purchase of goods and/or services is determined by the individual agency purchasing authority threshold. No CMAS order may be executed by a State agency that exceeds that agency’s purchasing authority threshold. State agencies with approved purchasing authority, along with their dollar thresholds can be obtained at the List of State Departments with Approved Purchasing Authority website (www.dgs.ca.gov/PD/Resources/Page-Content/Procurement-Division-Resources-List- Folder/List-of-State-Departments-with-Approved-Purchasing-Authority). HOW TO USE CMAS Agencies must adhere to the detailed requirements in the State Contracting Manual (SCM) when using CMAS. The requirements for the following bullets are in SCM, Volume 2, Chapter 6 (for non- IT), SCM, Volume 3, Chapter 6 (for IT), and SCM, Volume FISCal, Chapter 5 (FISCal): • Develop an RFO, which includes a Scope of Work (SOW) and Bidder Declaration form. For information on the Bidder Declaration requirements, see SCM, Volume 2, Chapter 3, 3.5.7 and Volume 3, Chapter 3, 3.4.7. • Search for potential CMAS contractors on the CMAS website (www.dgs.ca.gov/PD/About/Page-Content/PD-Branch-Intro-Accordion- List/Acquisitions/California-Multiple-Award-Schedules) and select “Find a CMAS Contractor.” • Request offers from a minimum of 3 CMAS contractors including one small business (SB) and/or Disabled Veteran Business Enterprise (DVBE), if available, who are authorized to sell the products and/or services needed. • If requesting offers from a certified DVBE, include the Disabled Veteran Business Enterprise Declarations form (Standard 843) in the RFO. This declaration must be completed and returned by the DVBE prime contractor and/or any DVBE subcontractors. (See SCM Volumes 2, 3, and FISCal, Chapter 3). DocuSign Envelope ID: 8D2EEF7A-7125-421A-8B7E-3249E0139660 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) INFO-TECH RESEARCH GROUP INC. CMAS NO 3-19-70-3685A, SUPPLEMENT NO. 2 November 03, 2021 Ordering Instructions and Special Provisions 6 • This is not a bid transaction, so the small business preference, DVBE incentives, protest language, intent to award, evaluation criteria, advertising, etc., are not applicable. • If less than 3 offers are received, State agencies must document their file with the reasons why the other suppliers did not respond with an offer. • Assess the offers received using best value methodology, with cost as one of the criteria. • Issue a Purchase Order to the selected CMAS contractor. • For CMAS transactions under $10,000, only one offer is required if the State agency can establish and document that the price is fair and reasonable. The fair and reasonable method can only be used for non-customizable purchases. SPLITTING ORDERS Splitting orders to avoid any monetary limitations is prohibited. Do not circumvent normal procurement methods by splitting purchases into a series of delegated purchase orders, per PCC 10329. Splitting a project into small projects to avoid either fiscal or procedural controls is prohibited, per State Administrative Manual (SAM) 4819.34. ORDERING PROCEDURES 1. Purchase Orders All Ordering Agency purchase order documents executed under this CMAS must contain the applicable CMAS number as show on page 1. a. State Departments: Standard 65 Purchase Documents – State departments not transacting in FISCal must use the Purchasing Authority Purchase Order (Standard 65) for purchase execution. An electronic version of the Standard 65 is available at the Department of General Services (DGS), Procurement Division (PD) website (www.dgsapps.dgs.ca.gov/osp/StatewideFormsWeb/Forms.aspx), select Standard (STD) Forms. FISCAL Purchase Documents – State departments transacting in FISCal will follow the FISCal procurement and contracting procedures. b. Local Government Agencies: Local government agencies may use their own purchase order document for purchase execution. The agency is required to complete and distribute the purchase order. For services, the agency shall modify the information contained on the order to include the service period (start and end date), and the monthly cost (or other intermittent cost), and any other information pertinent to the services. The cost for each line item must be included in the order, not just system totals. DocuSign Envelope ID: 8D2EEF7A-7125-421A-8B7E-3249E0139660 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) INFO-TECH RESEARCH GROUP INC. CMAS NO 3-19-70-3685A, SUPPLEMENT NO. 2 November 03, 2021 Ordering Instructions and Special Provisions 7 The contractor must immediately reject purchase orders that are not accurate. Discrepancies are to be negotiated and incorporated into the purchase order prior to product delivery and service implementation. 2. Service and Delivery after CMAS Expiration The purchase order must be issued before the CMAS expires. However, delivery of the products or completion of the services may be after the CMAS expires (unless otherwise specifically stated in the purchase order). Amending the purchase order to add quantity, time, or money is not possible if the CMAS expired. 3. Multiple CMAS Agreements on a Single Purchase Order Agencies wishing to include multiple CMAS agreements on a single FISCal purchase order must adhere to the following guidelines: • All CMAS must be for the same CMAS contractor. • The purchase order must go to one contractor location. • Enter the word “CMAS” in the space reserved for the Leveraged Procurement Agreement (LPA) number. The word “CMAS” signifies that the purchase order contains items from multiple CMAS agreements. The purchasing agency may only use one bill code. • For each individual CMAS, the agency must identify and group together the CMAS number with the line items and subtotal per CMAS number (do not include tax in the subtotal), and sequentially identify each individual CMAS as Sub #1, Sub #2, Sub #3, etc. This facilitates accurate billing of administrative fees by the Procurement Division. • The total of all items on the purchase order must not exceed the purchase order limit identified in the CMAS. • Do not combine items from IT and non-IT CMAS agreements. An Information Technology CMAS begins with the number “3” and a non-IT CMAS begins with the number “4.” The purchase order limits are different for these CMAS agreements. 4. Amendments to State Agency's Purchase Orders Agency purchase orders cannot be amended if the CMAS has expired. SCM, Volumes 2 & 3, Chapter 6, 6.A5.0 and SCM, Volume FISCal, Chapter 5, 5.A4.0 provides the following direction regarding amendments to all types of LPA purchase orders: Original orders, which include options for changes (e.g., quantity or time), that were evaluated and considered in the selection for award during the RFO process, may be amended consistent with the terms of the original order, provided that the original order allowed for amendments. If the original order did not evaluate options, then amendments are not allowed unless an NCB is approved for those amendments. DocuSign Envelope ID: 8D2EEF7A-7125-421A-8B7E-3249E0139660 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) INFO-TECH RESEARCH GROUP INC. CMAS NO 3-19-70-3685A, SUPPLEMENT NO. 2 November 03, 2021 Ordering Instructions and Special Provisions 8 Amendments unique to non-IT services are covered in SCM, Volume 2, Chapter 6, 6.B2.9 and SCM, Volume FISCal, Chapter 5, 5.A4.1 as follows: If the original contract permitted amendments, but did not specify the changes (e.g., quantity or time), it may be amended, per Public Contract Code (PCC) § 10335 (d)(1). Only a contract may be amended once under this exemption. The time shall not exceed one year, or add not more than 30% of the original order value and may not exceed $250,000. If the original contract did not have language permitting amendments, the NCB process must be followed. CMAS CONTRACTOR OWNERSHIP INFORMATION The CMAS contractor is a large business enterprise. SMALL BUSINESS MUST BE CONSIDERED Prior to placing orders under the CMAS program, State agencies shall whenever practicable first consider offers from small businesses that have established CMAS (GC 14846(b)). NOTE: DGS auditors will request substantiation of compliance with this requirement when agency files are reviewed. CMAS Small Business and Disabled Veteran Partners lists (www.dgs.ca.gov/PD/About/Page- Content/PD-Branch-Intro-Accordion-List/Acquisitions/California-Multiple-Award-Schedules) can be found on the CMAS website by selecting “Find a CMAS Contractor”. In response to our commitment to increase participation by small businesses, the Department of General Services waives the administrative fee (a fee charged to customer agencies to support the CMAS program) for orders to California certified small business enterprises. SMALL BUSINESS/DVBE - TRACKING State agencies are able to claim subcontracting dollars towards their SB or DVBE goals whenever the CMAS contractor subcontracts a commercially useful function to a certified SB or DVBE. The CMAS contractor will provide the ordering agency with the name of the SB or DVBE used and the dollar amount the ordering agency can apply towards its SB or DVBE goal. SMALL BUSINESS/DVBE - SUBCONTRACTING 1. The amount an ordering agency can claim towards achieving its SB or DVBE goals is the dollar amount of the subcontract award made by the CMAS contractor to each SB or DVBE. 2. The CMAS contractor will provide an ordering agency with the following information at the time the order is quoted: a. The CMAS contractor will state that, as the prime contractor, it shall be responsible for the overall execution of the fulfillment of the order. DocuSign Envelope ID: 8D2EEF7A-7125-421A-8B7E-3249E0139660 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) INFO-TECH RESEARCH GROUP INC. CMAS NO 3-19-70-3685A, SUPPLEMENT NO. 2 November 03, 2021 Ordering Instructions and Special Provisions 9 b. The CMAS contractor will indicate to the ordering agency how the order meets the SB or DVBE goal, as follows: i. List the name of each company that is certified by the Office of Small Business and DVBE Services that it intends to subcontract a commercially useful function to; and ii. Include the SB or DVBE certification number of each company listed, and attach a copy of each certification; and iii. Indicate the dollar amount of each subcontract with a SB or DVBE that may be claimed by the ordering agency towards the SB or DVBE goal; and iv. Indicate what commercially useful function the SB or DVBE subcontractor will be providing towards fulfillment of the order. 3. The ordering agency’s purchase order must be addressed to the prime contractor, and the purchase order must reference the information provided by the prime contractor as outlined above. WITHHOLD LANGUAGE (SB588) Option 1 – Withhold Language Upon delivery or completion of ordered goods or services for which the Contractor committed to DVBE subcontractor participation, state departments must require the Contractor to certify all the following: 1. The amount and percentage of work the Contractor committed to provide to one or more DVBEs under the requirements of the contract and the amount each DVBE received from the Contractor. 2. That all payments under the contract have been made to the DVBE. Upon request, the Contractor must provide proof of payment for the work. In accordance with the Military and Veterans Code 999.7, state departments shall withhold $10,000 from the final payment, or the full final payment if less than $10,000, if the Contractor fails to meet the certification requirements identified above. State departments shall notify the Contractor of their failure to meet the certification requirements and give the Contractor an opportunity to comply with the certification requirements. If after 30 calendar days from the date of notice, the Contractor refuses to comply with the certification requirements, the state department shall permanently deduct $10,000 from the final payment, or the full payment if less than $10,000. Option 2 – No Withhold Language During the contract term and upon completion of the contract for which a DVBE subcontractor commitment was made, DGS-PD will require the Contractor to certify all participation commitments and payments under the contract have been made to the DVBE. Upon request by DGS-PD, the Contractor shall provide proof of payment for the work. DocuSign Envelope ID: 8D2EEF7A-7125-421A-8B7E-3249E0139660 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) INFO-TECH RESEARCH GROUP INC. CMAS NO 3-19-70-3685A, SUPPLEMENT NO. 2 November 03, 2021 Ordering Instructions and Special Provisions 10 INTEGRATED SERVICES Agencies are prohibited from using CMAS 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 schedule. Each order should contain, as a minimum, a description of the task, a statement of the contractor’s responsibilities, completion criteria, a list of deliverable items (if any), the estimated start date, the scheduled completion date, and a fixed cost for each task. The aggregate of the fixed costs for all tasks constitutes the fixed price ceiling for all tasks described. 1. Progress Payments For an IT service CMAS, see the CMAS IT Terms and Conditions, Provision #75, CMAS Progress Payments & Risk Assessment. 2. Outsourcing Services Careful analysis must be given by State agencies to using contracted personnel rather than using civil service positions within State government. GC 19130(c) requires that all persons who provide services to the State under conditions that constitute an employment relationship shall, unless exempted by Article VII (Section 4) of the California Constitution, be retained under an appropriate civil service appointment. Issuing a CMAS purchase order for services to an independent contractor is permissible when any of the following conditions set forth in GC 19130(b) can be met: • Exempt under Constitution • New State function and legislative authority • Service not available; highly specialized or • Technical • Incidental to the purchase or lease • Conflict of interest; need unbiased findings • Emergency appointment • Private counsel, with Attorney General approval and Governor’s Office, if applicable • Contractor will provide deliverables that are not feasible for the State to provide • Training when civil service is not available • Urgent, temporary, or occasional services when civil service delay would frustrate the purpose (see Option 2) DocuSign Envelope ID: 8D2EEF7A-7125-421A-8B7E-3249E0139660 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) INFO-TECH RESEARCH GROUP INC. CMAS NO 3-19-70-3685A, SUPPLEMENT NO. 2 November 03, 2021 Ordering Instructions and Special Provisions 11 When justified as outlined above, personal services must fall under one of the two following options: Option 1. CMAS orders for personal services such as project management, independent verification and validation, systems analysis and design, and miscellaneous services are not limited to the number of hours or months per year that a consultant can work if the services contracted for are not available within civil service, cannot be performed satisfactorily by civil service employees, or are of such a highly specialized or technical nature that the necessary expert knowledge, experience, and ability are not available through the civil service system (GC 19130.b (3)). Option 2. CMAS personal services orders for programmers, systems analysts, 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 9 months (1,548 hours) per consultant within a twelve consecutive month period (GC 19130.b (10)/California 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 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 (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 (GC 19130(b)). 3. State Personnel Board Requirements State Personnel Board 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 the CMAS website (www.dgs.ca.gov/PD/About/Page-Content/PD-Branch-Intro-Accordion- List/Acquisitions/California-Multiple-Award-Schedules), select “Statement of Work Information”, Agencies are strongly encouraged to use this information when developing SOW requirements that will accompany the RFO and the resulting purchase order. DocuSign Envelope ID: 8D2EEF7A-7125-421A-8B7E-3249E0139660 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) INFO-TECH RESEARCH GROUP INC. CMAS NO 3-19-70-3685A, SUPPLEMENT NO. 2 November 03, 2021 Ordering Instructions and Special Provisions 12 5. Follow-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 (PCC 10365.5). 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. CONTRACTOR EVALUATIONS Pursuant to PCC 12102.3, a post evaluation must be completed for all IT services $500,000 and over related to an IT project as defined in the SAM 4819.2. A copy of the post evaluation and subsequent comments from the contractor must be sent to Form971@state.ca.gov. A post evaluation and contractor response pursuant to PCC 12102.3 is exempt from the Public Records Act. Buyers must complete a Post Evaluation for IT Services Contracts (STD 971) for each completed IT services contract totaling $500,000 or more AND related to an IT project (both delegated and non-delegated IT projects as defined by the State Administrative Manual). PRODUCTIVE USE REQUIREMENTS The customer in-use requirement applies to all procurements of information technology equipment and software, per SCM, Volume 3, Chapter 2, 2.B6.2 and SCM, Volume FISCal, Chapter 2, 2.E3.2. Each equipment or software component must be in current operation for a paying customer and the paying customer must be external to the contractor’s organization (not owned by the contractor and not owning the contractor). To substantiate compliance with the Productive Use Requirements, the CMAS contractor must provide upon request the name and address of a customer installation and the name and telephone number of a contact person. The elapsed time such equipment or software must have been in operation is based upon the importance of the equipment or software for system operation and its cost. The following designates product categories and the required period of time for equipment or software operation prior to approval of the replacement item on CMAS. DocuSign Envelope ID: 8D2EEF7A-7125-421A-8B7E-3249E0139660 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) INFO-TECH RESEARCH GROUP INC. CMAS NO 3-19-70-3685A, SUPPLEMENT NO. 2 November 03, 2021 Ordering Instructions and Special Provisions 13 Category 1 - Critical Software: Critical software is software that is required to control the overall operation of a computer system or peripheral equipment. Included in this category are operating systems, data base management systems, language interpreters, assemblers and compilers, communications software, and other essential system software. Cost Installation Final Bid Submission More than $100,000 8 months 6 months $10,000 up to $100,000 4 months 3 months Less than $10,000 1 month 1 month Category 2 - All Information Technology Equipment and Non-Critical Software: Information technology equipment is defined in SAM 4819.2. Cost Installation Final Bid Submission More than $100,000 6 months 4 months $10,000 up to $100,000 4 months 3 months Less than $10,000 1 month 1 month NOT SPECIFICALLY PRICED ITEMS The only time that open market/incidental, non-schedule items may be included in a CMAS order is when they fall under the parameters of the Not Specifically Priced (NSP) Items provision. CMAS contractors must be authorized providers of the hardware, software and/or services they offer under the NSP Items provision. Agency and CMAS contractor use of the NSP provision is subject to the following requirements: 1. Purchase orders containing only NSP items are prohibited. 2. A purchase order containing NSP items may be issued only if it results in the lowest overall alternative to the State. 3. NSP items shall be clearly identified in the order. Any product or service already specifically priced and included in the base schedule may not be identified as an NSP item. 4. NSP Installation Services: The CMAS contractor is fully responsible for all installation services performed under the CMAS. Product installations must be performed by manufacturer authorized personnel and meet manufacturer documented specifications. The prime contractor, as well as any subcontractors, must hold any certifications and/or licenses required for the project. The total dollar value of all installation services included in the purchase order cannot exceed the dollar value of the products included in the purchase order, nor can they exceed the NSP Maximum Order Limitation. DocuSign Envelope ID: 8D2EEF7A-7125-421A-8B7E-3249E0139660 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) INFO-TECH RESEARCH GROUP INC. CMAS NO 3-19-70-3685A, SUPPLEMENT NO. 2 November 03, 2021 Ordering Instructions and Special Provisions 14 5. Maximum Order Limitation: For orders $250,000, or less, the total dollar value of all NSP items included in a purchase order shall not exceed $5,000. For orders exceeding $250,000, and at the option of the contractor, the total dollar value of all NSP items in a purchase order shall not exceed 5% of the total cost of the order or $25,000 whichever is lower. 6. An NSP item included in an order issued against a CMAS is subject to all of the terms and conditions set forth in the contract. 7. Trade-ins, upgrades, involving the swapping of boards, are permissible, where the contract makes specific provisions for this action. In those instances, where it is permitted, the purchase order must include the replacement item and a notation that the purchase involves the swapping of a board. The following NSP items are specifically excluded from any order issued under this CMAS: 1. Items not intended for use in direct support of the priced items included in the same order. An NSP item must be subordinate to the specifically priced item that it is supporting. For example, a cable, which is not otherwise specifically priced in the base schedule, is subordinate to a specifically priced printer or facsimile machine and is eligible to be an NSP item subject to that cable meeting the remaining NSP requirements. However, a printer or facsimile machine, which is not otherwise specifically priced in the base schedule, is not subordinate to a specifically priced cable, and is not eligible to be an NSP item. 2. Supply type items, except for the minimum amount necessary to provide initial support to the priced items included in the same order. 3. Items that do not meet the Productive Use Requirements for information technology products, per SCM, Volume 3, Chapter 2, 2.B6.2 and SCM, Volume FISCal, Chapter 2, 2.E3.2. 4. Any other item or class of items specifically excluded from the scope of this CMAS. 5. Public Works components NOT incidental to the total purchase order amount. 6. Products or services the CMAS contractor is NOT factory authorized or otherwise certified or trained to provide. 7. Follow-on consultant services that were previously recommended or suggested by the same CMAS contractor. The CMAS contractor is required to reject purchase orders containing NSP items that do not conform to the above requirements. The CMAS contractor will promptly notify the agency issuing the non-conforming order of its non-acceptance and the reasons for its non-acceptance. DocuSign Envelope ID: 8D2EEF7A-7125-421A-8B7E-3249E0139660 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) INFO-TECH RESEARCH GROUP INC. CMAS NO 3-19-70-3685A, SUPPLEMENT NO. 2 November 03, 2021 Ordering Instructions and Special Provisions 15 STATE AND LOCAL GOVERNMENTS CAN USE CMAS State and local government agency use of CMAS is optional. A local government is any city, county, city and county, district, or other local governmental body or corporation, including Universities of California, California State Universities, K-12 schools, and community colleges empowered to expend public funds. While the State makes this CMAS available, each local government agency should make its own determination whether the CMAS program is consistent with its procurement policies and regulations. PCC 10298 allows any city, county, city and county, district, or other local governmental body or corporation empowered to expend public funds to contract with suppliers awarded CMAS without further competitive bidding. See complete PCC 10298 language at (leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=PCC§ionNum=10298). PCC 10299 allows any school district empowered to expend public funds to utilize CMAS without further competitive bidding. See complete PCC 10299 language at (leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=PCC§ionNum=10299). UPDATES AND/OR CHANGES A CMAS supplement is not required for updates and/or changes once the update and/or change becomes effective for the base schedule, except as follows: • A CMAS supplement is required when the CMAS is based on specific products and/or services from another contractor’s multiple award contract and the contractor wants to add a new manufacturer’s products and/or services. • A CMAS supplement is required for new federal contract terms and conditions that constitute a material difference from existing contract terms and conditions. A material change has a potentially significant effect on the delivery, quantity or quality of items provided, the amount paid to the contractor or on the cost to the State. SELF-DELETING BASE SCHEDULE TERMS AND CONDITIONS Instructions, or terms and conditions that appear in the Special Items or other provisions of the base schedule and apply to the purchase, license, or rental (as applicable) of products or services by the US Government in the United States, and/or to any overseas location shall be self-deleting. (Example: "Examinations of Records" provision). Federal regulations and standards, such as Federal Acquisition Regulation, Federal Information Resources Management Regulation, Federal Information Processing Standards, General Services Administration Regulation, or Federal Installment Payment Agreement shall be self-deleting. Federal blanket orders and small order procedures are not applicable. DocuSign Envelope ID: 8D2EEF7A-7125-421A-8B7E-3249E0139660 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) INFO-TECH RESEARCH GROUP INC. CMAS NO 3-19-70-3685A, SUPPLEMENT NO. 2 November 03, 2021 Ordering Instructions and Special Provisions 16 ORDER OF PRECEDENCE The CMAS Terms and Conditions takes precedence if there is a conflict between the terms and conditions of the contractor's base schedule, packaging, invoices, catalogs, brochures, technical data sheets or other documents (see CMAS Terms and Conditions, CONFLICT OF TERMS). APPLICABLE CODES, POLICIES AND GUIDELINES All California codes, policies, and guidelines are applicable. The use of CMAS does not reduce or relieve state agencies of their responsibility to meet statewide requirements regarding contracting or the procurement of goods or services. Most procurement and contract codes, policies, and guidelines are incorporated into CMAS agreements. Nonetheless, there is no guarantee that every possible requirement that pertains to all the different and unique State processes has been included. PAYMENTS AND INVOICES 1. Payment Terms Payment terms for this CMAS are net 45 days. Payment will be made in accordance with the provisions of the California Prompt Payment Act, GC 927. Unless expressly exempted by statute, the Act requires State agencies to pay properly submitted, undisputed invoices not more than 45 days after (1) the date of acceptance of goods or performance of services; or (2) receipt of an undisputed invoice, whichever is later. 2. Payee Data Record (Standard 204) State Agencies not transacting in FISCal, must obtain a copy of the Payee Data Record (Standard 204) in order to process payments. State Ordering Agencies must forward a copy of the Standard 204 to their accounting offices. Without the Standard 204, payment may be unnecessarily delayed. State Agencies should contact the CMAS contractor for copies of the Payee Data Record. 3. DGS Administrative and Incentive Fees Orders from State Agencies: DGS will bill each State agency directly an administrative fee for use of CMAS. The administrative fee should NOT be included in the order total or remitted before an invoice is received from DGS. This administrative fee is waived for CMAS purchase orders issued to California certified small businesses. DocuSign Envelope ID: 8D2EEF7A-7125-421A-8B7E-3249E0139660 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) INFO-TECH RESEARCH GROUP INC. CMAS NO 3-19-70-3685A, SUPPLEMENT NO. 2 November 03, 2021 Ordering Instructions and Special Provisions 17 Orders from Local Government Agencies: CMAS contractors, who are not California certified small businesses, are required to remit to DGS an incentive fee equal to a percentage of the total of all local government agency orders (excluding sales tax and shipping) placed against their CMAS. The incentive fee is waived for CMAS purchase orders issued to California certified small businesses. 4. Contractor Invoices Unless otherwise stipulated, the CMAS contractor must send their invoices to the agency address set forth in the purchase order. Invoices shall be submitted in triplicate and shall include the following: • CMAS number • Agency purchase order number • Agency Bill Code (State Only) • Line item number • Unit price • Extended line item price • Invoice total State sales tax and/or use tax shall be itemized separately and added to each invoice as applicable. The company name on the CMAS, purchase order and invoice must match or the State Controller’s Office will not approve payment. 5. Advance Payments Advance payment is allowed for services only under limited, narrowly defined circumstances, i.e., between specific departments and certain types of non-profit organizations, or when paying another government agency (GC 11256 through 11263 and 11019). It is NOT acceptable to pay in advance, except software maintenance and license fees, which are considered a subscription and may be paid in advance if a provision addressing payment in advance is included in the purchase order. Software warranty upgrades and extensions may also be paid for in advance, one time. 6. Credit Card The CMAS contractor does not accept the State of California credit card (CAL-Card). DocuSign Envelope ID: 8D2EEF7A-7125-421A-8B7E-3249E0139660 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) INFO-TECH RESEARCH GROUP INC. CMAS NO 3-19-70-3685A, SUPPLEMENT NO. 2 November 03, 2021 Ordering Instructions and Special Provisions 18 7. Leasing/Financing California State Agencies are required to utilize the Golden State Financial Marketplace (GS SMart) program for all financing and leasing needs. California Local Government Agencies (counties, cities, K-12 school districts, community colleges, California State Universities, Universities of California, etc.) may utilize the GS SMart program for financing and leasing according to PCC 14937. The minimum dollar amount for Local Government Agency financing and leasing is $100,000. 8. Leasing The State reserves the right to select the form of payment for all procurements, be it either an outright purchase with payment rendered directly by the State, or a financing/lease-purchase or operating lease via the State Financial Marketplace (GS SMart and/or Lease SMart). If payment is via the financial marketplace, the Supplier will invoice the State and the State will approve the invoice and the selected Lender/Lessor for all product listed on the State’s procurement document will pay the supplier on behalf of the State. Buyers may contact the GS SMart Administrator, Kris Bianchini via e-mail at kristopher.bianchini@dgs.ca.gov for further information. 9. Training Vouchers It is acceptable to purchase training vouchers in advance of the training being performed as long as the CMAS contractor does not invoice, and the State does not pay for the training services in advance of using the vouchers. OBTAINING COPY OF ORIGINAL CMAS AND SUPPLEMENTS A copy of a CMAS and supplements, if any, can be obtained at Cal eProcure (caleprocure.ca.gov). A complete CMAS consists of the following: • CMAS cover pages (which includes the signature page, ordering instructions and special provisions, and any attachments or exhibits as prepared by the CMAS Unit) • CMAS Terms and Conditions. • Base schedule terms and conditions • Product/service listing and prices • Supplements, if applicable. It is important for the agency to confirm that the required products, services, and prices are included in the CMAS and are at or below base schedule rates. To streamline substantiation that the needed items are in the base schedule, the agencies should ask the CMAS contractor to identify the specific pages from the base schedule that include the required products, services, and prices. Agencies should save these pages for their file documentation. DocuSign Envelope ID: 8D2EEF7A-7125-421A-8B7E-3249E0139660 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) INFO-TECH RESEARCH GROUP INC. CMAS NO 3-19-70-3685A, SUPPLEMENT NO. 2 November 03, 2021 Ordering Instructions and Special Provisions 19 CONTRACTORS ACTING AS FISCAL AGENTS ARE PROHIBITED When a subcontractor ultimately provides all of the products or performs all of the services that a CMAS contractor has agreed to provide, and the prime contractor only handles the invoicing of expenditures, then the prime contractor's role becomes that of a fiscal agent because it is merely administrative in nature and does not provide a Commercially Useful Function. It is unacceptable to use fiscal agents in this manner because the agency is paying unnecessary administrative costs. AGENCY RESPONSIBILITY Each agency is responsible for its own contracting program and purchasing decisions, including use of the CMAS program and associated outcomes. This responsibility includes, but is not necessarily limited to, ensuring the necessity of the services, securing appropriate funding, complying with laws and policies, preparing the purchase order in a manner that safeguards the State’s interests, obtaining required approvals, and documenting compliance with GC 19130.b (3) for outsourcing services. It is the responsibility of each agency to consult as applicable with their legal staff and contracting offices for advice depending upon the scope or complexity of the purchase order. If you do not have legal services available to you within your agency, DGS Office of Legal Services is available to provide services. CONFLICT OF INTEREST Agencies must evaluate the proposed purchase order to determine if there are any potential conflict of interest issues. See the CMAS Terms and Conditions, Conflict of Interest, for more information. FEDERAL DEBARMENT When federal funds are being expended, the agency is required to obtain (retain in file) a signed “Federal Debarment” certification from the CMAS contractor before the purchase order is issued. This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, 29 CFR Part 98, Section 98.510, Participants; responsibilities. The regulations were published as Part VII of the May 26, 1988 Federal Register (pages 19160-19211). CONTRACTOR TRAVEL Travel costs are not included in the contractor’s awarded hourly rates. If a subsequent user agency purchase allows for travel costs, reimbursement for contractor’s personnel for travel, per diem, lodging, meals and incidentals shall not exceed State rates current at the time of purchase as defined in the California Department of Human Resources Rules 599.615 to 599.635 (www.calhr.ca.gov/employees/Pages/travel-reimbursements.aspx). Travel costs allowed by the user agency shall be itemized separately on the user agency purchase contract. DocuSign Envelope ID: 8D2EEF7A-7125-421A-8B7E-3249E0139660 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) INFO-TECH RESEARCH GROUP INC. CMAS NO 3-19-70-3685A, SUPPLEMENT NO. 2 November 03, 2021 Ordering Instructions and Special Provisions 20 LIQUIDATED DAMAGES FOR LATE DELIVERY The value of the liquidated damages cannot be a penalty, must be mutually agreed upon by agency and contractor and included in the purchase order to be applicable. ACCEPTANCE TESTING CRITERIA If the agency wants to include acceptance testing for all newly installed technology systems, and individual equipment, and machines which are added or field modified (modification of a machine from one model to another) after a successful performance period, the test criteria must be included in the purchase order to be applicable. AMERICANS WITH DISABILITY ACT To view the DGS Accessibility Policy, please visit www.dgs.ca.gov/Configuration/Footer-Utility- Links/Accessibility/Accessibility. DocuSign Envelope ID: 8D2EEF7A-7125-421A-8B7E-3249E0139660